485APOS

                                     Registration No. 2-33043
                                     File No. 811-1512

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           / X /

     PRE-EFFECTIVE AMENDMENT NO. ___                              /   /

     POST-EFFECTIVE AMENDMENT NO. 43                             / X /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   / X /

      AMENDMENT NO. 29                                           / X /

OPPENHEIMER EQUITY INCOME FUND
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(Exact Name of Registrant as Specified in Charter)

3410 South Galena Street
Denver, Colorado  80231
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(Address of Principal Executive Offices)

(303) 671-3200
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(Registrant's Telephone Number)

ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
box):
        /   /  Immediately upon filing pursuant to paragraph (b)    

     /   /  On ________________, pursuant to paragraph (b)

     /   /  60 days after filing pursuant to paragraph (a)(1)

        / X /  On November 1, 1995, pursuant to paragraph (a)(1)    

     /   /  75 days after filing pursuant to paragraph (a)(2)    
 
       /   /  On ________________, pursuant to paragraph (a)(2)    
           of Rule 485.
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   The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940.  A Rule 24f-2 Notice for the Registrant's
fiscal year ended June 30, 1995, was filed on August 28, 1995.
FORM N-1A    

OPPENHEIMER EQUITY INCOME FUND

Cross Reference Sheet

Part A of
Form N-1A          
Item No.    Prospectus Heading
    

    1       Front Cover Page
    2       Expenses; Overview of the Fund
    3       Financial Highlights; Performance of the Fund
    4       Front Cover Page; How the Fund is Managed--Organization and
            History; Investment Objectives and Policies
    5       How the Fund is Managed; Expenses; Back Cover
    5A      Performance of the Fund
    6       How the Fund is Managed-Organization and History; The Transfer
            Agent; Dividends, Capital Gains and Taxes; Investment
            Objective and Policies-Portfolio Turnover
            7
            Shareholder Account Rules and Policies; How To Buy Shares; How
            to Exchange Shares; Special Investor Services; Service Plan
            for Class A Shares; Distribution and Service Plan for Class B
            Shares; Distribution and Service Plan for Class C Shares; How
            to Sell Shares    
    8       How to Sell Shares; Special Investor Services 
    9       *

Part B of
Form N-1A
Item No.    Heading In Statement of Additional Information
    10      Cover  Page
    11      Cover Page
    12      *
    13      Investment Objectives and Policies; Other Investment
            Techniques and Strategies; Additional Investment Restrictions
    14      How the Fund is Managed - Trustees and Officers of the Fund
    15      How the Fund is Managed - Major Shareholders
    16      How the Fund is Managed; Distribution and Service Plans
    17      Brokerage Policies of the Fund
    18      Additional Information About the Fund
    19      Your Investment Account - How to Buy Shares; How to Sell
            Shares; How to Exchange Shares
    20      Dividends, Capital Gains and Taxes 
    21      How the Fund is Managed; Brokerage Policies of the Fund
    22      Performance of the Fund
    23      *

- ----------------
* Not applicable or negative answer.



Oppenheimer Equity Income Fund
   Prospectus dated November 1, 1995    

            Oppenheimer Equity Income Fund (the "Fund") is a mutual fund
with the primary investment objective of seeking as much current income
as is compatible with prudent investment.  Its secondary objective is to
conserve principal while providing an opportunity for capital
appreciation.  To seek current income, the Fund invests primarily in
common stocks that pay dividends, but the Fund also invests in bonds,
preferred stocks (including convertible stocks), debentures, zero-coupon
securities issued by the U.S. Government or corporations, and other debt
securities.  The Fund also uses hedging instruments to try to reduce the
risks of market fluctuations that affect the value of the securities the
Fund holds.  To seek its secondary objective, the Fund primarily invests
in stocks that the portfolio manager believes have growth possibilities. 
The securities the Fund invests in are described more completely in
"Investment Objectives and Policies."  That section of the Prospectus also
explains some of the risks of those investments.    

    This Prospectus explains concisely what you should know before
investing in the Fund.  Please read this Prospectus carefully and keep it
for future reference.  You can find more detailed information about the
Fund in the November 1, 1995 Statement of Additional Information.  For a
free copy, call Oppenheimer Shareholder Services, the Fund's Transfer
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address
on the back cover.  The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).
                                  (OppenheimerFunds logo)    

Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


Contents
   

    ABOUT THE FUND

    Expenses
    A Brief Overview of the Fund
    Financial Highlights
    Investment Objectives and Policies
    How the Fund is Managed
    Performance of the Fund

    ABOUT YOUR ACCOUNT

    How to Buy Shares
    Class A Shares
    Class B Shares
    Class C Shares
    Special Investor Services
    AccountLink
    Automatic Withdrawal and Exchange Plans
    Reinvestment Privilege 
    Retirement Plans
    How to Sell Shares
    By Mail
    By Telephone
    How to Exchange Shares
    Shareholder Account Rules and Policies
    Dividends, Capital Gains and Taxes    
    
    


ABOUT THE FUND

Expenses

    The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and
those expenses are subtracted from the Fund's assets to calculate the
Fund's net asset value per share.  All shareholders therefore pay those
expenses indirectly.  Shareholders pay other expenses directly, such as
sales charges and account transaction charges.  The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
will bear indirectly.  The numbers below are based on the Fund's expenses
during its last fiscal year ended June 30, 1995.

    - Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund.  Please refer to "About Your Account," from
pages ____ through ____, for an explanation of how and when these charges
apply.
            ClassClassClass
            A SharesB SharesC Shares

Maximum Sales Charge 
 on Purchases
 (as a % of 
  offering price)5.75% NoneNone
Sales Charge on 
Reinvested Dividends NoneNoneNone
Deferred Sales Charge
  (as a % of the 
  lower of the 
  original purchase 
  price or redemption 
  proceeds)None(1) 5% in the first 1% if 
            year, declining redeemed 
            to 1% in thewithin 12
            sixth year months of
            and eliminatedpurchase(2)
            thereafter(2)
Redemption FeeNone(3) None(3)None(3)
Exchange FeeNoneNone None    

   (1)If you invest $1 million or more ($500,000 or more for purchases by
      OppenheimerFunds prototype 401(k) plans) in Class A shares, you may
      have to pay a sales charge of up to 1% if you sell your shares
      within 18 calendar months from the end of the calendar month during
      which you purchased those shares.  See "How to Buy Shares - Class
      A Shares," below.    

   (2)See "How to Buy Shares - Class B Shares" and "How to Buy Shares -
      Class C Shares" below.    

   (3)   There is a $10 transaction fee for redemptions paid by Federal
         funds wire, but not for redemptions paid by ACH transfer through
         AccountLink.  See "How to Sell Shares."    

      - Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business.  For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (referred to in this Prospectus as the "Manager"). 
The rates of the Manager's fees are set forth in "How the Fund is
Managed," below.  The Fund has other regular expenses for services, such
as transfer agent fees, custodial fees paid to the bank that holds its
portfolio securities, audit fees and legal expenses.  Those expenses are
detailed in the Fund's Financial Statements in the Statement of Additional
Information.  

      The numbers in the table below are projections of the Fund's
business expenses based on the Fund's expenses in its last fiscal year. 
These amounts are shown as a percentage of the average net assets of each
class of the Fund's shares for that year.  The 12b-1 Distribution Plan
Fees for Class A shares are service fees (the maximum fee is 0.25% of
average annual net assets of that class).  Currently, the Board of
Trustees has set the maximum fee at 0.15% for assets representing shares
sold before April 1, 1991, and 0.25% for assets representing shares sold
on or after that date.  For Class B and Class C shares, the 12b-1
Distribution Plan Fees are the service fees (the maximum fee is 0.25% of
average annual net assets of those classes) and the annual asset-based
sales charges of 0.75%.  These plans are described in greater detail in
"How to Buy Shares."  Class C shares were not publicly offered during the
Fund's fiscal year ended June 30, 1995.  Accordingly, the Annual Fund
Operating Expenses for Class C shares are estimates based upon amounts
that would have been payable if Class C shares had been outstanding during
that fiscal year.      

      The actual expenses for each class of shares in future years may be
more or less than the numbers in the table, depending on a number of
factors, including changes in the actual value of the Fund's assets
represented by each class of shares.      

                     Class           Class          Class
                     A Shares        B Shares       C Shares
Management Fees      .__%            .__%           .___%
12b-1 Distribution 
      Plan Fees                   
Other Expenses       .__%            .__%           .___%    
Total Fund 
 Operating Expenses  .__%            .__%           .___%         


      - Examples.  To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below.  Assume that you make a $1,000 investment in each class of shares
of the Fund, and the Fund's annual return is 5%, and that its operating
expenses for each class are the ones shown in the Annual Fund Operating
Expenses table above.  If you were to redeem your shares at the end of
each period shown below, your investment would incur the following
expenses by the end of 1, 3, 5 and 10 years:    

                  1 year    3 years  5 years  10 years*
Class A Shares     $        $        $        $    
Class B Shares     $        $        $        $   
Class C Shares     $        $        $        $

      If you did not redeem your investment, it would incur the following
expenses:

Class A Shares     $        $        $           $   
Class B Shares     $        $        $           $   
Class C Shares     $        $        $           $    

                     

   *The Class B expenses in years 7 through 10 are based on the Class A
expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years.  Because of the asset-based
sales charge and the contingent deferred sales charge on Class B and Class
C shares, long term Class B and Class C shareholders could pay the
economic equivalent of more than the maximum front-end sales charge
allowed under applicable regulations.  For Class B shareholders, the
automatic conversion of Class B shares to Class A shares is designed to
minimize the likelihood that this will occur.  Please refer to "How to Buy
Shares - Class B Shares" for more information.    

      These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.


A Brief Overview of the Fund

      Some of the important facts about the Fund are summarized below,
with references to the section of this Prospectus where more complete
information can be found.  You should carefully read the entire Prospectus
before making a decision about investing in the Fund.  Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.

      -  What are the Fund's Investment Objectives?  The Fund's primary
investment objective is to seek as much current income as is compatible
with prudent investment.  It has a secondary objective to conserve
principal while making investments that may provide the opportunity to
increase the value of its shares.    

      -  What Does the Fund Invest in?  To seek current income, the Fund
primarily invests in dividend-paying common and preferred stocks (these
are called "equity" securities).  The Fund can also invest in debt
securities, such as corporate bonds and U.S. Government securities.  To
seek its secondary objective, the Fund's manager may choose common stocks
that have growth potential.  The Fund may also use hedging instruments and
some derivative investments to try to manage investment risks.  These
investments are more fully explained in "Investment Objectives and
Policies," starting on page ___.    

      -  Who Manages the Fund?  The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation.  The Manager (including
a subsidiary) manages investment company portfolios currently having over
$35 billion in assets.  The Manager is paid an advisory fee by the Fund,
based on its assets.  The Fund has a portfolio manager, John Doney, who
is employed by the Manager.  He is primarily responsible for the selection
of the Fund's securities.  The Fund's Board of Trustees, elected by
shareholders, oversees the investment adviser and the portfolio manager. 
Please refer to "How the Fund is Managed," starting on page ___ for more
information about the Manager and its fees.    

      -  How Risky is the Fund?  All investments carry risks to some
degree.  The Fund's investments in stocks and bonds are subject to changes
in their value from a number of factors such as changes in general bond
and stock market movements, the change in value of particular stocks or
bonds because of an event affecting the issuer, or changes in interest
rates that can affect bond prices.  These changes affect the value of the
Fund's investments and its price per share.  In the OppenheimerFunds
spectrum, the Fund is generally more conservative than aggressive growth
funds, but more aggressive than money market or investment grade bond
funds.  While the Manager tries to reduce risks by diversifying
investments, by carefully researching securities before they are purchased
for the portfolio, and in some cases by using hedging techniques, there
is no guarantee of success in achieving the Fund's objectives and your
shares may be worth more or less than their original cost when you redeem
them.  Please refer to "Investment Objectives and Policies" starting on
page ___ for a more complete discussion of the Fund's investment
risks.    

      -  How Can I Buy Shares?  You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic
Investment Plan under AccountLink.  Please refer to "How To Buy Shares"
on page ___ for more details.

      -  Will I Pay a Sales Charge to Buy Shares?  The Fund has three
classes of shares.  All classes have the same investment portfolio but
have different expenses.  Class A shares are offered with a front-end
sales charge, starting at 5.75%, and reduced for larger purchases. Class
B shares are offered without a front-end sales charge, but may be subject
to a contingent deferred sales charge (starting at 5% and declining as
shares are held longer) if redeemed within 6 years of purchase.  Class C
shares are offered without a front-end sales charge, but may be subject
to a contingent deferred sales charge of 1% if redeemed within one year
of buying them.  There is also an annual asset-based sales charge on Class
B and Class C shares.  Please review "How To Buy Shares" starting on page
___ for more details, including a discussion about which class may be
appropriate for you.    

      -  How Can I Sell My Shares?  Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer.  Please refer to "How To Sell Shares" on page ___.  The Fund also
offers exchange privileges to other OppenheimerFunds, described in "How
to Exchange Shares" on page __.    

      -  How Has the Fund Performed?  The Fund measures its performance
by quoting its average annual total return and cumulative total return,
which measure historical performance.  Those returns can be compared to
the returns (over similar periods) of other funds.  Of course, other funds
may have different objectives, investments, and levels of risk.  The
Fund's performance can also be compared to broad market indices, which we
have done on page ___.  Please remember that past performance does not
guarantee future results.    

Financial Highlights

      The table on the following pages presents selected financial
information about the Fund, including per share data, expense ratios and
other data based on the Fund's average net assets.  This information has
been audited by Deloitte & Touche LLP, the Fund's independent auditors,
whose report on the Fund's financial statements for the fiscal year ended
June 30, 1995 is included in the Statement of Additional Information. 
Class C shares were not publicly offered during the periods shown, and
consequently, no information on Class C shares is included in the table
on the following pages or in the Fund's other financial statements.

    
(to be supplied)

Investment Objectives and Policies

Objectives. The Fund has primary and secondary objectives.  First, the
Fund invests its assets to try to provide as much current income as the
Manager believes is compatible with prudent investing.  As a secondary
objective, the Fund seeks to conserve principal while providing an
opportunity for its shares to increase in value. 

Investment Policies and Strategies. The Fund seeks current income
principally by investing in common stocks that pay dividend income.  The
Fund may also seek income by investing in bonds, preferred stocks
(including convertible stocks), debentures, zero-coupon securities issued
by the U.S. Government or companies, and other debt securities, such as
notes.  In its stock investments the Fund primarily focuses on stocks of
larger, more established companies with an established history of
operations.  To seek its secondary objective the Fund may invest in stocks
of companies that the Manager believes offer growth potential without
excessive volatility. 

      Under normal conditions (when the Manager believes that the
securities markets are not in a volatile or unstable period), the Fund
will invest at least 65% of its total assets in income-producing equity
securities (common stocks, preferred stocks, and securities convertible
into common stocks).  When market conditions are unstable, the Fund may
invest substantial amounts of its assets in debt securities, such as money
market instruments or government securities, as described in "Temporary
Defensive Investments," below.

      When investing the Fund's assets, the Manager considers many
factors, including the financial condition of particular companies as well
as general economic conditions in the U.S. relative to foreign economies,
and the trends in domestic and foreign stock markets. In evaluating the
potential for income from particular securities, the Manager examines many
factors, such as the consistency of the company's earnings, the industry
group the company is in (and the prospects for that industry in the
overall economy), how well the company is managed, and the size of the
company's capitalization.  While the Fund focuses on large or mid-size
companies which tend to be more stable investments, the Fund may invest
in smaller issuers as well.

      The Fund may try to hedge against losses in the value of its
portfolio of securities by using hedging strategies and derivative
investments described below.  The Fund's portfolio manager may employ
special investment techniques in selecting securities for the Fund.  These
are also described below. Additional information may be found about them
under the same headings in the Statement of Additional Information.
      
      -  Can the Fund's Investment Objectives and Policies Change?  The
Fund has investment objectives, which are described above, as well as
investment policies it follows to try to achieve its objectives.
Additionally, the Fund uses certain investment techniques and strategies
in carrying out those investment policies. The Fund's investment policies
and techniques are not "fundamental" unless this Prospectus or the
Statement of Additional Information says that a particular policy is
"fundamental."  The Fund's investment objectives are fundamental policies.

      Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares.  The
term "majority" is defined in the Investment Company Act to be a
particular percentage of outstanding voting shares (and this term is
explained in the Statement of Additional Information).  The Fund's Board
of Trustees may change non-fundamental policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus.     

      -  Stock Investment Risks.  Because the Fund invests a substantial
portion of its assets in stocks, the value of the Fund's portfolio will
be affected by changes in the stock markets.  At times, the stock markets
can be volatile and stock prices can change substantially.  This market
risk will affect the Fund's net asset value per share, which will
fluctuate as the values of the Fund's portfolio securities change.  Not
all stock prices change uniformly or at the same time and not all stock
markets move in the same direction at the same time.  Other factors can
affect a particular stock's prices, such as poor earnings reports by an
issuer, loss of major customers, major litigation against an issuer, or
changes in government regulations affecting an industry.  Not all of these
factors can be predicted.    

      As discussed below, the Fund attempts to limit market risks by
diversifying its investments, that is, by not holding a substantial amount
of stock of any one company and by not investing too great a percentage
of the Fund's assets in any one company.  Also, the Fund does not
concentrate its investments in any one industry or group of industries. 
Because changes in securities market prices can occur at any time, and
because the income earned on securities is subject to change, there is no
assurance that the Fund will achieve its investment objectives, and when
you redeem your shares, they may be worth more or less than what you paid
for them.

      -  Investments in Bonds and Convertible Securities.  The Fund also
invests in bonds, debentures and other fixed-income securities to help
seek its primary objective of income. While the Fund will normally limit
its investments in fixed-income securities to no more than 35% of its
total assets (during normal market conditions), the Fund may invest in a
variety of different types of income-producing securities.  When investing
in convertible securities, the Manager looks to the conversion feature and
treats the securities as "equity securities."    

      The Fund may not invest more than 25% of its total assets in "lower-
grade" debt securities (described below), and no more than 10% of its
total assets may be invested in lower-grade debt securities that are not
convertible.  The Fund may not invest more than 10% of its total assets
in lower-grade non-convertible securities.  The Fund can buy unrated
securities, and when determining whether a security is subject to these
percentage limitations, the Manager will determine in its judgment whether
unrated securities are of comparable quality to securities rated by rating
organizations.  The Manager does not rely solely on ratings of securities
in making investment decisions, but evaluates other business and economic
factors affecting the issues as well.        

      -  Risks of Fixed-Income Securities.  In addition to credit risks,
described below, debt securities are subject to changes in their value due
to changes in prevailing interest rates.  When prevailing interest rates
fall, the value of already-issued debt securities generally rise.  When
interest rates rise, the values of already-issued debt securities
generally decline.  The magnitude of these fluctuations will often be
greater for longer-term debt securities than shorter-term debt securities. 
Changes in the value of securities held by the Fund mean that the Fund's
share prices can go up or down when interest rates change because of the
effect of the change on the value of the Fund's portfolio of debt
securities.  Credit risk relates to the ability of the issuer to meet
interest or principal payments on a security as they become due. 
Generally, higher yielding lower-grade bonds, described below, are subject
to credit risks to a greater extent than lower yielding, investment grade
bonds.    

      -  Special Risks of Lower-Rated Securities.  The Manager may select
high-yield, "lower-grade" debt securities (or high-yielding unrated
securities) for investment, subject to the limits described above, because
they generally offer higher income potential than investment grade
securities.  "Lower-grade" securities are those rated below "investment
grade," which means they have a rating below "BBB" by Standard & Poor's
Corporation or "Baa" by Moody's Investors Service, Inc. or similar ratings
by other rating organizations.  "Lower-grade" debt securities the Fund may
invest in also include securities that are not rated by a nationally-
recognized rating organization like Standard & Poor's or Moody's, but
which the Manager judges to be comparable to lower-rated securities.  The
Fund may invest in securities rated as low as "CC" by Standard & Poor's
or "Ca" by Moody's.  For a description of these securities ratings, please
refer to the Appendix in the Statement of Additional Information.

      High yield, lower-grade securities, whether rated or unrated, often
have speculative characteristics and special risks that make them riskier
investments than investment grade securities. They may be subject to
greater market fluctuations and risk of loss of income and principal than
lower yielding, investment grade securities.  There may be less of a
market for them and therefore they may be harder to sell at an acceptable
price. There is a relatively greater possibility that the issuer's
earnings may be insufficient to make the payments of interest due on the
bonds.  The issuer's low creditworthiness may increase the potential for
its insolvency.  

      These risks mean that the Fund may not achieve the expected income
from lower-grade securities, and that the Fund's net asset value per share
may be affected by declines in value of these securities.  However, the
Fund's limitations on investments in these types of securities may reduce
some of the risk, as will the Fund's policy of diversifying its
investments.  Also, convertible securities may be less subject to some of
these risks than other debt securities, to the extent they can be
converted into stock, which may be more liquid and less affected by these
other risk factors.   

      -  Warrants and Rights. Warrants basically are options to purchase
stock at set prices that are valid for a limited period of time.  Rights
are similar to warrants but normally have a short duration and are
distributed directly by the issuer to its shareholders.  The Fund may
invest up to 5% of its total assets in warrants or rights.  That 5%
limitation does not apply to warrants and rights the Fund acquired as part
of units with other securities or that are attached to other securities. 
No more than 2% of the Fund's total assets may be invested in warrants
that are not listed on either The New York Stock Exchange or The American
Stock Exchange.  These percentage limitations are fundamental policies. 
For further details about these investments, please refer to "Warrants and
Rights" in the Statement of Additional Information.    

      -  Zero Coupon Securities.  The Fund may invest in zero coupon
securities issued by the U.S. Treasury or by private issuers.  In general,
zero coupon U.S. Treasury securities include (1) U.S. Treasury notes or
bonds that have been "stripped" of their interest coupons, (2) U.S.
Treasury bills issued without interest coupons, or (3) certificates
representing an interest in stripped securities.  A zero coupon Treasury
security pays no current interest and trades at a deep discount from its
face value.  It will be subject to greater market fluctuations from
changes in interest rates than interest-paying securities.  The Fund
accrues interest on zero coupon securities without receiving the actual
cash.  As a result of holding these securities, the Fund could possibly
be forced to sell portfolio securities to pay cash dividends or meet
redemptions.  Zero coupon securities issued by non-government issuers are
similar to U.S. Government zero coupon securities.  They have an
additional risk that the issuing company may fail to pay interest or repay
the principal on the obligation.      

      -  Portfolio Turnover. A change in the securities held by the Fund
is known as "portfolio turnover." The Fund ordinarily does not engage in
short-term trading to try to achieve its objectives. As a result, the
Fund's portfolio turnover is not expected to be more than 100% each year.
The "Financial Highlights," above, show the Fund's portfolio turnover rate
during past fiscal years.      

      Portfolio turnover affects brokerage costs, dealer markups and other
transaction costs, and results in the Fund's realization of capital gains
or losses for tax purposes.  It may also affect the Fund's ability to
qualify as a "regulated investment company" under the Internal Revenue
Code for tax deductions for dividends and capital gains distributions the
Fund pays to shareholders.  The Fund qualified in its last fiscal year and
intends to do so in the coming year, although it reserves the right not
to qualify.     

      - Derivative Investments.  In general, a "derivative investment" is
a specially designed investment.   Its performance is linked to the
performance of another investment or security, such as an option, future,
index, currency or commodity.  Derivative investments used by the Fund are
used in some cases for hedging purposes and in other cases to attempt to
seek income.  In the broadest sense, exchange-traded options and futures
contracts (discussed in "Hedging," below) may be considered "derivative
investments."  The Fund may not purchase or sell commodities; however, the
Fund may purchase and sell foreign currency in hedging transactions.  This
shall not prevent the Fund from buying or selling options and futures
contracts.      

      The Fund may invest in different types of derivatives.  "Index-
linked" or "commodity-linked" notes are debt securities of companies that
call for interest payments and/or payment on the maturity of the note in
different terms than the typical note where the borrower agrees to make
fixed interest payments and/or to pay a fixed sum on the maturity of the
note.  Principal and/or interest payments on an index-linked note depend
on the performance of one or more market indices, such as the S & P 500
Index or a weighted index of commodity futures, such as crude oil,
gasoline and natural gas.  The Fund may invest in "debt exchangeable for
common stock" of an issuer or "equity-linked" debt securities of an
issuer. At maturity, the principal amount of the debt security is
exchanged for common stock of the issuer or is payable in an amount based
on the issuer's common stock price at the time of maturity.  In either
case there is a risk that the amount payable at maturity will be less than
the expected principal amount of the debt.     

      The Fund may also invest in currency-indexed securities.  Typically,
these are short-term or intermediate-term debt securities having a value
at maturity, and/or an interest rate, determined by reference to one or
more foreign currencies.  The currency-indexed securities purchased by the
Fund may make payments based on a formula.  The payment of principal or
periodic interest may be calculated as a multiple of the movement of one
currency against another currency, or against an index.  These investments
may entail increased risk to principal and increased price volatility. 
    

      There are special risks in investing in derivative investments.  The
company issuing the instrument may fail to pay the amount due on the
maturity of the instrument.  Also, the underlying investment or security
might not perform the way the Manager expected it to perform.  Markets,
underlying securities and indices may move in a direction not anticipated
by the Manager.  Performance of derivative investments may also be
influenced by interest rate and stock market changes in the U.S. and
abroad.  All of this can mean that the Fund will realize less principal
or income from the investment than expected.  Certain derivative
investments held by the Fund may be illiquid.  Please refer to "Illiquid
and Restricted Securities."
      

Other Investment Techniques and Strategies. The Fund may also use the
investment techniques and strategies described below.  These techniques
involve certain risks. The Statement of Additional Information contains
more information about these practices, including limitations on their use
that may help to reduce some of the risks.

      -  Investing in Small, Unseasoned Companies. The Fund may invest in
securities of small, unseasoned companies. These are companies that have
been in operation for less than three years, counting the operations of
any predecessors.  Securities of these companies may have limited
liquidity (which means that the Fund may have difficulty selling them at
an acceptable price when it wants to) and the prices of these securities
may be volatile. The Fund may not invest more than 5% of its net assets
in securities of small, unseasoned issuers. That limit is a fundamental
policy.  See "Investing in Small, Unseasoned Companies" in the Statement
of Additional Information for a further discussion of the risks involved
in such investments.    

      -  Foreign Securities. To broaden its opportunities to seek income
or capital growth, the Fund may purchase equity and debt securities issued
or guaranteed by foreign companies or foreign governments, including
foreign government agencies. The Fund may buy securities of companies or
governments in any country, developed or underdeveloped. The Fund may
invest up to 100% of its assets in foreign securities.  However, the Fund
normally does not expect to have more than 35% of its assets invested in
foreign securities.  The Fund will hold foreign currency only in
connection with the purchase or sale of foreign securities.  If the Fund's
securities are held abroad, the countries in which they are held and the
sub-custodians holding them must be approved by the Fund's Board of
Trustees.

      Foreign securities have special risks. For example, foreign issuers
are not subject to the same accounting and disclosure requirements that
U.S. companies are subject to. The value of foreign investments may be
affected by changes in foreign currency rates, exchange control
regulations, expropriation or nationalization of a company's assets,
foreign taxes, delays in settlement of transactions, changes in
governmental economic or monetary policy in the U.S. or abroad, or other
political and economic factors. More information about the risks and
potential rewards of investing in foreign securities is contained in the
Statement of Additional Information. 

      -  Hedging. As described below, the Fund may purchase and sell
certain kinds of futures contracts, put and call options, forward
contracts, and options on futures, broadly-based stock indices and foreign
currencies, and engage in interest rate swap transactions.  These are all
referred to as "hedging instruments."  The Fund does not use hedging
instruments for speculative purposes, and has limits on the use of them,
described below.  The hedging instruments the Fund may use are described
below and in greater detail in "Other Investment Techniques and
Strategies" in the Statement of Additional Information.      

      The Fund may buy and sell options, futures and forward contracts for
a number of purposes.  It may do so to try to manage its exposure to the
possibility that the prices on its portfolio securities may decline, or
to establish a position in the equity securities market as a temporary
substitute for purchasing individual securities. Some of these strategies,
such as selling futures, buying puts and writing covered calls, hedge the
Fund's portfolio against price fluctuations.      

      Other hedging strategies, such as buying futures and call options,
tend to increase the Fund's exposure to the securities market. Forward
contracts are used to try to manage foreign currency risks on the Fund's
foreign investments.  Foreign currency options are used to try to protect
against declines in the dollar value of foreign securities the Fund owns,
or to protect against an increase in the dollar cost of buying foreign
securities.  Writing covered call options may also provide income to the
Fund to distribute to shareholders, for liquidity purposes or for
defensive reasons.    

      Futures.  The Fund may buy and sell futures contracts that relate
to (1) broadly-based stock indices (these are referred to as Stock Index
Futures), (2) interest rates (Interest Rate Futures), and (3) other
securities indexes (Financial Futures).  All of these Futures are
described in the Statement of Additional Information. 

      Put and Call Options.  The Fund may buy and sell certain kinds of
put options (puts) and call options (calls).  A call or put option may not
be purchased if the value of all of the Fund's put and call options would
exceed 5% of the Fund's total assets.      

      The Fund can buy only those puts that relate to (1) securities the
Fund owns, (2) Stock Index Futures (whether or not the Fund owns that
particular security in its portfolio), (3) broadly-based stock indices or
(4) foreign currencies.  The Fund may not sell a put other than a put that
it previously purchased.      

      The Fund may purchase calls only on securities, broadly-based stock
indices, Stock Index Futures and foreign currencies, or to terminate its
obligation on a call the Fund previously wrote.  The Fund may write (that
is, sell) call options.  Each call the Fund writes must be "covered" while
it is outstanding.  That means the Fund must own the investment on which
the call was written or it must own other securities that are acceptable
for the escrow arrangements required for calls.  After the Fund writes a
call, not more than 25% of the Fund's total assets may be subject to
calls.  Covered call options sold by the Fund must be listed on a domestic
securities exchange or quoted on the Automated Quotation System of the
National Association of Securities Dealers, Inc. (NASDAQ).    

      The Fund may buy or sell foreign currency puts and calls only if
they are traded on a securities or commodities exchange or over-the-
counter market, or are quoted by recognized dealers in those options. 
Foreign currency options are used to try to protect against declines in
the dollar value of foreign securities the Fund owns, or to protect
against increases in the dollar cost of buying foreign securities.      

      Forward Contracts.  Forward contracts are foreign currency exchange
contracts.  They are used to buy or sell foreign currency for future
delivery at a fixed price.  The Fund uses them to try to "lock in" the
U.S. dollar price of a security denominated in a foreign currency that the
Fund has bought or sold, or to protect against possible losses from
changes in the relative values of the U.S. dollar and foreign currency. 
The Fund limits its net exposure under forward contracts in a particular
foreign currency to the amount of its assets denominated in that currency
or denominated in a closely-correlated currency.  The Fund may also use
cross-hedging where the Fund hedges against changes in currencies other
than the currency in which a security it holds is denominated.    

      Interest Rate Swaps.  In an interest rate swap, the Fund and another
party exchange their right to receive or their obligation to pay interest
on a security.  For example, they may swap a right to receive floating
rate payments for fixed rate payments.  The Fund enters into swaps only
on securities it owns.  The Fund may not enter into swaps with respect to
more than 25% of its total assets.  Also, the Fund will segregate liquid
assets (such as cash or U.S. Government securities) to cover any amounts
it could owe under swaps that exceed the amounts it is entitled to
receive, and it will adjust that amount daily, as needed.  Income from
interest rate swaps may be taxable.    

      Hedging instruments can be volatile investments and may involve
special risks.  The use of hedging instruments requires special skills and
knowledge of investment techniques that are different than what is
required for normal portfolio management.  If the Manager uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the Fund's return. The Fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option. 

      Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. If a covered call written by the Fund is exercised on a
security that has increased in value, the Fund will be required to sell
the security at the call price and will not be able to realize any profit
if the security has increased in value above the call price.  The use of
forward contracts may reduce the gain that would otherwise result from a
change in the relationship between the U.S. dollar and a foreign currency. 
To limit its exposure in foreign currency exchange contracts, the Fund
limits its exposure to the amount of its assets denominated in the foreign
currency.  Interest rate swaps are subject to credit risks (if the other
party fails to meet its obligations) and also to interest rate risks.  The
Fund could be obligated to pay more under its swap agreements than it
receives under them, as a result of interest rate changes.  These risks
are described in greater detail in the Statement of Additional
Information.    

      -  Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making
it difficult to value them or dispose of them promptly at an acceptable
price. A restricted security is one that has a contractual restriction on
its resale or which cannot be sold publicly until it is registered under
the Securities Act of 1933. The Fund will not invest more than 10% of its
net assets in illiquid or restricted securities (that limit may increase
to 15% if certain state laws are changed or the Fund's shares are no
longer sold in those states). The Fund's percentage limitation on these
investments does not apply to certain restricted securities that are
eligible for resale to qualified institutional purchasers.     

      -  Loans of Portfolio Securities.  To attempt to increase its
income, the Fund may lend its portfolio securities to brokers, dealers and
other financial institutions.  The Fund must receive collateral for a
loan.  These loans are limited to not more than 10% of the Fund's net
assets and are subject to other conditions described in the Statement of
Additional Information.  The Fund presently does not intend to lend its
portfolio securities, but if it does, the value of securities loaned is
not expected to exceed 5% of the value of its total assets in the coming
year.       

      -  Repurchase Agreements. The Fund may enter into repurchase
agreements. In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date. They
are used primarily for cash liquidity purposes.  Repurchase agreements
must be fully collateralized. However, if the vendor fails to pay the
resale price on the delivery date, the Fund may incur costs in disposing
of the collateral and may experience losses if there is any delay in its
ability to do so.  The Fund will not enter into a repurchase agreement
that causes more than 10% of its net assets to be subject to repurchase
agreements having a maturity beyond seven days.  There is no limit on the
amount of the Fund's net assets that may be subject to repurchase
agreements of seven days or less.      

      -  "When-Issued" and Delayed Delivery Transactions.  The Fund may
purchase securities on a "when-issued" basis and may purchase or sell
securities on a "delayed delivery" basis.  These terms refer to securities
that have been created and for which a market exists, but which are not
available for immediate delivery.  There may be a risk of loss to the Fund
if the value of the security declines prior to the settlement date.  

      -  Temporary Defensive Investments. When stock market prices are
falling or in other unusual economic or business circumstances, the Fund
may invest all or a portion of its assets in defensive securities.
Securities selected for defensive purposes usually will include debt
securities, such as (1) U.S. Treasury Bills and other obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities,
(2) commercial paper rated "A-3" or better by Standard & Poor's
Corporation or "P-3" or better by Moody's Investors Service, Inc., or (3)
certificates of deposit, bankers' acceptances or other bank obligations.

Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies. Under these fundamental policies, the Fund
cannot do any of the following: (1) buy securities issued or guaranteed
by any one issuer (except the U.S. Government or any of its agencies or
instrumentalities) if (with respect to 75% of its total assets) more than
5% of the Fund's total assets would be invested in securities of that
issuer, or if the Fund would then own more than 10% of that issuer's
voting securities; (2) engage in short sales or purchase securities on
margin; however, the Fund may make margin deposits in connection with any
of the hedging instruments it may use; (3) borrow money or mortgage,
pledge or hypothecate the Fund's assets; the escrow, collateral and margin
arrangements involved with hedging instruments are not considered to
involve a mortgage, hypothecation or pledge; (4) concentrate more than 25%
of the Fund's assets in any one industry; or (5) buy or sell commodities
or commodity contracts other than those hedging instruments which are
considered commodities.  

      All of the percentage restrictions described above and elsewhere in
this Prospectus apply only at the time the Fund purchases a security, and
the Fund need not dispose of a security merely because the size of the
Fund's assets has changed or the security has increased in value relative
to the size of the Fund. There are other fundamental policies discussed
in the Statement of Additional Information.


How the Fund is Managed

Organization and History.  The Fund was originally incorporated in
Maryland in 1967 but was reorganized in 1986 as a Massachusetts business
trust. The Fund is an open-end, diversified management investment company,
with an unlimited number of authorized shares of beneficial interest.

      The Fund is governed by a Board of Trustees, which is responsible
for protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager. 
"Trustees and officers of the Fund" in the Statement of Additional
Information names the Trustees and officers of the Fund and provides more
information about them.  Although the Fund is not required by law to hold
annual meetings, it may hold shareholder meetings from time to time on
important matters, and shareholders have the right to call a meeting to
remove a Trustee or to take other action described in the Fund's
Declaration of Trust.    

      The Board of Trustees has the power, without shareholder approval,
to divide unissued shares of the Fund into two or more classes.  The Board
has done so, and the Fund currently has three classes of shares, Class A,
Class B and Class C.  All classes invest in the same investment portfolio. 
Each class has its own dividends and distributions and pays certain
expenses which may be different for the different classes.  Each class may
have a different net asset value.  Each share has one vote at shareholder
meetings, with fractional shares voting proportionally.  Only shares of
a particular class vote together on matters that affect that class alone. 
Shares are freely transferrable.    

The Manager and Its Affiliates. The Fund is managed by the Manager,
Oppenheimer Management Corporation, which is responsible for selecting the
Fund's investments and handles its day-to-day business.  The Manager
carries out its duties, subject to the policies established by the Board
of Trustees, under an Investment Advisory Agreement which states the
Manager's responsibilities.  The Agreement sets forth the fees paid by the
Fund to the Manager and describes the expenses that the Fund is
responsible to pay to conduct its business.

      The Manager has operated as an investment adviser since 1959.  The
Manager (including a subsidiary) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $35 billion as
of June 30, 1995 and with more than 2.6 million shareholder accounts.  The
Manager is owned by Oppenheimer Acquisition Corp., a holding company that
is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company.    

      -  Portfolio Manager.  The Portfolio Manager of the Fund is John P.
Doney.  He is a Vice President of the Manager.  He has been the person
principally responsible for the day-to-day management of the Fund's
portfolio since June 22, 1992.  During the past five years, and prior to
joining the Manager, Mr. Doney served as Senior Vice President and Chief
Investment Officer of Equities of National Securities & Research
Corporation (a mutual fund investment adviser) and was a Vice President
of the National Affiliated Investment Companies.    

      -  Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows:  0.75% of the first $100 million of
aggregate net assets, 0.70% of the next $100 million, 0.65% of the next
$100 million, 0.60% of the next $100 million, 0.55% of the next $100
million, and 0.50% of net assets in excess of $500 million.  The Fund's
management fee for its last fiscal year was __% of average annual net
assets for Class A shares and ____% for Class B shares.    

      The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal fees and
auditing costs.  Those expenses are paid out of the Fund's assets and are
not paid directly by shareholders.  However, those expenses reduce the net
asset value of shares, and therefore are indirectly borne by shareholders
through their investment. More information about the investment advisory
agreement and the other expenses paid by the Fund is contained in the
Statement of Additional Information.

      There is also information about the Fund's brokerage policies and
practices in "Brokerage Policies of the Fund" in the Statement of
Additional Information. That section discusses how brokers and dealers are
selected for the Fund's portfolio transactions.  When deciding which
brokers to use, the Manager is permitted by the investment advisory
agreement to consider whether brokers have sold shares of the Fund or any
other funds for which the Manager serves as investment adviser. 

      -  The Distributor.  The Fund's shares are sold through dealers and
brokers that have a sales agreement with Oppenheimer Funds Distributor,
Inc., a subsidiary of the Manager that acts as the Fund's Distributor. 
The Distributor also distributes the shares of other mutual funds managed
by the Manager (the "OppenheimerFunds") and is sub-distributor for funds
managed by a subsidiary of the Manager.

      -  The Transfer Agent.  The Fund's transfer agent is Oppenheimer
Shareholder Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund and the other OppenheimerFunds
on an "at-cost" basis. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free number shown
below in this Prospectus and on the back cover.

Performance of the Fund

   Explanation of Performance Terminology.  The Fund uses the terms "total
return" and "average annual total return" to illustrate its performance. 
The performance of each class of shares is shown separately, because the
performance of each class will usually be different as a result of the
different kinds of expenses each class bears.  These returns measure the
performance of a hypothetical account in the Fund over various periods,
and do not show the performance of each shareholder's account (which will
vary if dividends are received in cash, or shares are sold or purchased). 
The Fund's performance information may help you see how well your Fund has
done over time and to compare it to other funds or market indices.    

      It is important to understand that the Fund's total returns
represent past performance and should not be considered to be predictions
of future returns or performance.  This performance data is described
below, but more detailed information about how total returns are
calculated is contained in the Statement of Additional Information, which
also contains information about other ways to measure and compare the
Fund's performance. The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio, expenses
and which class of shares you purchase.

      -  Total Returns. There are different types of total returns used
to measure the Fund's performance.  Total return is the change in value
of a hypothetical investment in the Fund over a given period, assuming
that all dividends and capital gains distributions are reinvested in
additional shares.  The cumulative total return measures the change in
value over the entire period (for example, ten years). An average annual
total return shows the average rate of return for each year in a period
that would produce the cumulative total return over the entire period. 
However, average annual total returns do not show the Fund's actual year-
by-year performance.    

      When total returns are quoted for Class A shares, they normally
include the payment of the current maximum initial sales charge.  Total
returns may also be quoted at net asset value, without including the sales
charge, and those returns would be reduced if sales charges were deducted. 
When total returns are shown for Class B shares, they include the effect
of the contingent deferred sales charge that applies to the period for
which total return is shown.  When total returns are shown for a one-year
period for Class C shares, they include the effect of the contingent
deferred sales charge.  Total returns for Class B and Class C shares may
also be shown based on the change in net asset value, without including
the contingent deferred sales charge.    

How Has the Fund Performed? Below is a discussion by the Manager of the
Fund's performance during its last fiscal year ended June 30, 1995,
followed by a graphical comparison of the Fund's performance to an
appropriate broad-based market index.

      -  Management's Discussion of Performance.  During the Fund's past
fiscal year, the domestic stock market significantly improved from the
prior year substantially due to a decline in general interest rates and
strong corporate earnings.  In response, the Manager sold those stocks in
the Fund's portfolio that were believed to have reached their peak price,
as well as stocks of issuers that were perceived to have below average
growth potential.  During the past fiscal year, to enhance income, the
Manager increased the Fund's position in convertible securities, which
generally provide higher current income than common stocks, and maintained
the Fund's position in securities in the banking sector.  The Manager also
purchased securities of issuers perceived to have attractive appreciation
possibilities, including issuers in cyclical industries.    

      -  Comparing the Fund's Performance to the Market. The graphs below
show the performance of a hypothetical $10,000 investment in Class A and
Class B shares of the Fund held until June 30, 1995.  In the case of Class
A shares, performance is measured over a ten-year period, and in the case
of Class B shares, performance is measured from the inception of the Class
on August 17, 1993.  Class C shares were not publicly offered during the
fiscal year ended June 30, 1995, and consequently, no information on Class
C shares is included in these graphs.      

      The Fund's performance is compared to the performance of the S&P 500
Index, a broad-based index of equity securities widely regarded as a
general measurement of the performance of the U.S. equity securities
market. Index performance reflects the reinvestment of dividends but does
not consider the effect of capital gains or transaction costs, and none
of the data below shows the effect of taxes.  Also, the Fund's performance
reflects the deduction of the current maximum sales charge of 5.75% for
Class A shares, the maximum contingent deferred sales charge of 4% on
Class B shares, and the reinvestment of all dividends and capital gains
distributions, and the effect of Fund business and operating expenses. 
While index comparisons may be useful to provide a benchmark for the
Fund's performance, it must be noted that the Fund's investments are not
limited to the securities in the S&P 500 index, which does not include
debt securities.  Moreover, the index performance data does not reflect
any assessment of the risk of the investments included in the index.    

   Oppenheimer Equity Income Fund
Comparison of Change in Value
of $10,000 Hypothetical Investments 
in Oppenheimer Equity Income Fund and
the S&P 500 Index    

(Graph)
Past performance is not predictive of future performance.

Oppenheimer Equity Income Fund
   
Average Annual Total Returns         Cumulative Total Return 
of the Fund at 6/30/95 (1)           of the Fund at 6/30/95(2)


A Shares 1-Year   5-Year    10-Year  B Shares 1-Year   Life: 

          -____%  ____%     _____%            ___%    ___%             


_____________________
   (1) The average annual total returns and the ending account value in
the graph reflect reinvestment of all dividends and capital gains
distributions and are shown net of the applicable 5.75% maximum initial
sales charge.    
   (2) Class B shares of the Fund were publicly offered on 8/17/93.  The
average annual total returns reflect reinvestment of all dividends and
capital gains distributions and are shown net of the applicable 5% and 4%
contingent deferred sales charges, respectively, for the 1-year period and
life-of-the-class.  The ending account value in the graph is net of the
applicable 4% contingent deferred sales charge.    

ABOUT YOUR ACCOUNT

How to Buy Shares

Classes of Shares. The Fund offers investors three different classes of
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.

      -  Class A Shares.  If you buy Class A shares, you may pay an
initial sales charge on investments up to $1 million (up to $500,000 for
purchases by OppenheimerFunds prototype 401(k) plans). If you purchase
Class A shares as part of an investment of at least $1 million ($500,000
for OppenheimerFunds prototype 401(k) plans) in shares of one or more
OppenheimerFunds, you will not pay an initial sales charge but if you sell
any of those shares within 18 months of buying them, you may pay a
contingent deferred sales charge.  The amount of that sales charge will
vary depending on the amount you invested. Sales charges are described in
"Buying Class A Shares" below.    

      -  Class B Shares.  If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within six
years of buying them, you will normally pay a contingent deferred sales
charge.  That sales charge varies depending on how long you own your
shares.  It is described in "Buying Class B Shares" below.    

      -  Class C Shares.  If you buy Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within 12
months of buying them, you will normally pay a contingent deferred sales
charge of 1%.  It is described in "Buying Class C Shares" below.    

Which Class of Shares Should You Choose?  Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor.  The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time.  The most important factors are how much you plan to
invest, how long you plan to hold your investment, and whether you
anticipate exchanging your shares for shares of other OppenheimerFunds
(not all of which currently offer Class B shares or Class C).  If your
goals and objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should consider
another class of shares.

      In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund.  We used the
sales charge rates that apply to each class, considering the effect of the
annual asset-based sales charge on Class B and Class C expenses (which,
like all expenses, will affect your investment return).  For the sake of
comparison, we have assumed that there is a 10% rate of appreciation in
the investment each year.  Of course, the actual performance of your
investment cannot be predicted and will vary, based on the Fund's actual
investment returns and the operating expenses borne by each class of
shares, and which class you invest in.  The factors discussed below are
not intended to be investment advice or recommendations, because each
investor's financial considerations are different. The discussion below
of the factors to consider in purchasing a particular class of shares
assumes that you will purchase only one class of shares and not a
combination of shares of different classes. 

      -  How Long Do You Expect to Hold Your Investment?  While future
financial needs cannot be predicted with certainty, knowing how long you
expect to hold your investment will assist you in selecting the
appropriate class of shares.  Because of the effect of class-based
expenses, your choice will also depend on how much you plan to invest. 
For example, the reduced sales charges available for larger purchases of
Class A shares may, over time, offset the effect of paying an initial
sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher class-based expenses on Class B or Class C
shares, for which no initial sales charge is paid.      

      Investing for the Short Term.  If you have a short-term investment
horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C shares
rather than Class B shares, because of the effect of the Class B
contingent deferred sales charge if you redeem in less than 7 years, as
well as the effect of the Class B asset-based sales charge on the
investment return for that class in the short-term. Class C shares might
be the appropriate choice (especially for investments of less than
$100,000), because there is no initial sales charge on Class C shares, and
the contingent deferred sales charge does not apply to amounts you sell
after holding them one year.     

      However, if you plan to invest more than $100,000 for the shorter
term, then the more you invest and the more your investment horizon
increases toward six years, Class C shares might not be as advantageous
as Class A shares. That is because the annual asset-based sales charge on
Class C shares will have a greater impact on your account over the longer
term than the reduced front-end sales charge available for larger
purchases of Class A shares. For example, Class A might be more
advantageous than Class C (as well as Class B) for investments of more
than $100,000 expected to be held for 5 or 6 years (or more). For
investments over $250,000 expected to be held 4 to 6 years (or more),
Class A shares may become more advantageous than Class C (and B). If
investing $500,000 or more, Class A may be more advantageous as your
investment horizon approaches 3 years or more.     

      And for most investors who invest $1 million or more, in most cases
Class A shares will be the most advantageous choice, no matter how long
you intend to hold your shares.  For that reason, the Distributor normally
will not accept purchase orders of $500,000 or $1 million or more of Class
B or Class C shares, respectively, from a single investor.    

      Investing for the Longer Term.  If you are investing for the longer
term, for example, for retirement, and do not expect to need access to
your money for seven years or more, Class B shares may be an appropriate
consideration, if you plan to invest less than $100,000. If you plan to
invest more than $100,000 over the long term, Class A shares will likely
be more advantageous than Class B shares or C shares, as discussed above,
because of the effect of the expected lower expenses for Class A shares
and the reduced initial sales charges available for larger investments in
Class A shares under the Fund's Right of Accumulation.    

      Of course, these examples are based on approximations of the effect
of current sales charges and expenses on a hypothetical investment over
time, using the assumed performance return stated above, and therefore,
should not be relied on as rigid guidelines.    

      -  Are There Differences in Account Features That Matter to You? 
Because some account features may not be available to Class B or Class C
shareholders, or other features (such as Automatic Withdrawal Plans) might
not be advisable (because of the effect of the contingent deferred sales
charge) for Class B or Class C shareholders, you should carefully review
how you plan to use your investment account before deciding which class
of shares to buy. Also, not all OppenheimerFunds currently offer Class B
and Class C shares, limiting exchangeability from the Fund.  Share
certificates are not available for Class B or Class C shares, and if you
are considering using your shares as collateral for a loan, that may be
a factor to consider.    

      -  How Does It Affect Payments to My Broker?  A salesperson, such
as a broker, or any other person who is entitled to receive compensation
for selling Fund shares may receive different compensation for selling one
class than for selling another class.  It is important that investors
understand that the purpose of the Class B and Class C contingent deferred
sales charges and asset-based sales charges is the same as the purpose of
the front-end sales charge on sales of Class A shares, that is, to
compensate the Distributor for commissions it pays to dealers and
financial institutions for selling shares.    

How Much Must You Invest?  You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans:

         With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.

         Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.

         There is no minimum investment requirement if you are buying
shares by reinvesting dividends from the Fund or other OppenheimerFunds
(a list of them appears in the Statement of Additional Information, or you
can ask your dealer or call the Transfer Agent), or by reinvesting
distributions from unit investment trusts that have made arrangements with
the Distributor.

      -  How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the OppenheimerFunds AccountLink service.  When you buy shares, be sure
to specify Class A, Class B or Class C shares.  If you do not choose, your
investment will be made in Class A shares.

      -  Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.    

      -  Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "Oppenheimer Funds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217.  If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares.  However, it
is recommended that you discuss your investment first with a financial
advisor, to be sure that it is appropriate for you.    

      -  Buying Shares Through OppenheimerFunds AccountLink.  You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member.  You can then transmit funds electronically to purchase shares,
to have the Transfer Agent send redemption proceeds, or to transmit
dividends or distributions.     

      Shares are purchased for your account on the regular business day
the Distributor is instructed by you to initiate the ACH transfer to buy
shares.  You can provide those instructions automatically, under an Asset
Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. You should request
AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to "AccountLink"
below for more details.

      -  Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.

      -  At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver, Colorado. In most cases, to enable you to
receive that day's offering price, the Distributor must receive your order
by the time of day The New York Stock Exchange closes, which is normally
4:00 P.M., New York time but may be earlier on some days (all references
to time in this Prospectus mean "New York time").  The net asset value of
each class of shares is determined as of that time on each day The New
York Stock Exchange is open (which is a "regular business day").     

      If you buy shares through a dealer, the dealer must receive your
order by the close of The New York Stock Exchange, on a regular business
day and transmit it to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M. The
Distributor may reject any purchase order for the Fund's shares, in its
sole discretion.    
      
Buying Class A Shares.  Class A shares are sold at their offering price,
which is normally net asset value plus an initial sales charge.  However,
in some cases, described below, purchases are not subject to an initial
sales charge, and the offering price will be the net asset value. In some
cases, reduced sales charges may be available, as described below.  Out
of the amount you invest, the Fund receives the net asset value to invest
for your account.  The sales charge varies depending on the amount of your
purchase.  A portion of the sales charge may be retained by the
Distributor and allocated to your dealer. The current sales charge rates
and commissions paid to dealers and brokers are as follows:

_______________________________________________________________________
                  Front-End Sales Charge     Commission as
                  As a Percentage of:        Percentage of
Amount of 
Purchase          Offering Price  Amount Invested  Offering Price
_______________________________________________________________________
Less than $25,000        5.75%    6.10%             4.75%

$25,000 or more but
less than $50,000        5.50%    5.82%             4.75%

$50,000 or more but
less than $100,000       4.75%    4.99%             4.00%

$100,000 or more but
less than $250,000       3.75%    3.90%             3.00%

$250,000 or more but
less than $500,000       2.50%    2.56%             2.00%

$500,000 or more but
less than $1 million     2.00%    2.04%             1.60%
_______________________________________________________________________
The Distributor reserves the right to reallow the entire commission to
dealers.  If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.

      -  Class A Contingent Deferred Sales Charge.  There is no initial
sales charge on purchases of Class A shares of any one or more of the
OppenheimerFunds in the following cases:     

      -  Purchases aggregating $1 million or more; or    

      -  Purchases by an OppenheimerFunds prototype 401(k) plan that: (1)
buys shares costing $500,000 or more, or (2) has, at the time of purchase,
100 or more eligible participants, or 3 certifies that it projects to have
annual plan purchases of $200,000 or more.    

      Shares of any of the OppenheimerFunds that offers only one class of
shares that has no designation are considered "Class A" shares for this
purpose.  The Distributor pays dealers of record commissions on those
purchases in an amount equal to the sum of 1.0% of the first $2.5 million,
plus 0.50% of the next $2.5 million, plus 0.25% of purchases over $5
million. That commission will be paid only on the amount of those
purchases in excess of $1 million ($500,000, for purchases by
OppenheimerFunds prototype 401(k) plans) that were not previously subject
to a front-end sales charge and dealer commission.      

      If you redeem any of those shares within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge
(called the "Class A contingent deferred sales charge") may be deducted
from the redemption proceeds. That sales charge may be equal to 1.0% of
the aggregate net asset value of either (1) the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less. 
However, the Class A contingent deferred sales charge will not exceed the
aggregate amount of the commissions the Distributor paid to your dealer
on all Class A shares of all  OppenheimerFunds you purchased subject to
the Class A contingent deferred sales charge. 

      In determining whether a contingent deferred sales charge is
payable, the Fund will first redeem shares that are not subject to  the
sales charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them.  The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below. 

      No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's Exchange Privilege (described below).  However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
sales charge will apply.

      -  Special Arrangements With Dealers.  The Distributor may advance
up to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients.  Dealers whose sales of Class A shares of OppenheimerFunds (other
than money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per quarter), will
receive monthly one-half of the Distributor's retained commissions on
those sales, and if those sales exceed $10 million per year, those dealers
will receive the Distributor's entire retained commission on those sales. 

Reduced Sales Charges for Class A Share Purchases.  You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:

      -  Right of Accumulation.  To qualify for the lower sales charge
rates that apply to larger purchases of Class A shares, you and your
spouse can add together Class A and Class B shares you purchase for your
individual accounts, or jointly, or for trust or custodial accounts on
behalf of your children who are minors.  A fiduciary can count all shares
purchased for a trust, estate or other fiduciary account (including one
or more employee benefit plans of the same employer) that has multiple
accounts.     

      Additionally, you can add together current purchases of Class A and
Class B shares of the Fund and other OppenheimerFunds to reduce the sales
charge rate that applies to current purchases of Class A shares.  You can
also include Class A and Class B shares of OppenheimerFunds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold your investment in one of the
OppenheimerFunds. The value of those shares will be based on the greater
of the amount you paid for the shares or their current value (at offering
price).  The OppenheimerFunds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Distributor. The reduced sales charge will apply only to current purchases
and must be requested when you buy your shares.    

      -  Letter of Intent.  Under a Letter of Intent, if you purchase
Class A shares or Class A shares and Class B shares of the Fund and other
OppenheimerFunds during a 13-month period, you can reduce the sales charge
rate that applies to your purchases of Class A shares.  The total amount
of your intended purchases of both Class A and Class B shares will
determine the reduced sales charge rate for the Class A shares purchased
during that period.  This can include purchases made up to 90 days before
the date of the Letter.  More information is contained in the Application
and in "Reduced Sales Charges" in the Statement of Additional
Information.    

      -  Waivers of Class A Sales Charges.  The Class A sales charges are
not imposed in the circumstances described below.  There is an explanation
of this policy in "Reduced Sales Charges" in the Statement of Additional
Information.      

      Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers.  Class A shares purchased by the following investors are not
subject to any Class A sales charges:     

      -  the Manager or its affiliates; 

      -  present or former officers, directors, trustees and employees
(and their "immediate families" as defined in "Reduced Sales Charges" in
the Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;

      -  registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose; 

      - dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees; 

      -  employees and registered representatives (and their spouses) of
dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are
identified to the Distributor) or with the Distributor; the purchaser must
certify to the Distributor at the time of purchase that the purchase is
for the purchaser's own account (or for the benefit of such employee's
spouse or minor children); 

      -  dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor providing specifically for
the use of shares of the Fund in particular investment products made
available to their clients; or 

      -  dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor to sell shares to defined
contribution employee retirement plans for which the dealer, broker or
investment adviser provides administration services.

      Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions.  Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:    

      -  shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;    

      -  shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;    

      -  shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other OppenheimerFunds (other
than Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor; or    

      -  shares purchased and paid for with the proceeds of shares
redeemed in the past 12 months from a mutual fund (other than a fund
managed by the Manager or any of its subsidiaries) on which an initial
sales charge or contingent sales charge was paid (this waiver also applies
to shares purchased by exchange of shares of Oppenheimer Money Market
Fund, Inc. that were purchased and paid for in this manner); this waiver
must be requested when the purchase order is placed for your shares of the
Fund, and the Distributor may require evidence of your qualification for
this waiver.      

      Waivers of the Class A Contingent Deferred Sales Charge Redemptions.
The Class A contingent deferred sales charge does not apply to purchases
of Class A shares at net asset value without sales charge as described in
two sections above.  It is also waived if shares that would otherwise be
subject to the contingent deferred sales charge are redeemed in the
following cases: 

      -  for retirement distributions or loans to participants or
beneficiaries from qualified retirement plans, deferred compensation plans
or other employee benefit plans, including OppenheimerFunds prototype
401(k) plans (these are all referred to as "Retirement Plans");    

      -  to return excess contributions made to Retirement Plans;    

      -  to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;    

      -  involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below); or     

      -  if, at the time a purchase order is placed for Class A shares
that would otherwise be subject to the Class A contingent deferred sales
charge, the dealer agrees in writing to accept the dealer's portion of the
commission payable on the sale in installments of 1/18th of the commission
per month (and no further commission will be payable if the shares are
redeemed within 18 months of purchase); or    

      -  for distributions from OppenheimerFunds prototype 401(k) plans
for any of the following cases or purposes: (1) following death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must occur after the participant's
account was established); (2) hardship withdrawals, as defined in the
plan; (3) under a Qualified Domestic Relations Order, as defined in the
Internal Revenue Code; (4) to meet the minimum distribution requirements
of the Internal Revenue Code; (5) to establish "substantially equal
periodic payments" as described in Section 72(t) of the Internal Revenue
Code, or (6) separation from service.    

      -  Service Plan for Class A Shares.  The Fund has adopted a Service
Plan for Class A shares to reimburse the Distributor for a portion of its
costs incurred in connection with the personal service and maintenance of
shareholder accounts that hold Class A shares.  Reimbursement is made
quarterly at an annual rate that may not exceed 0.25% of the average
annual net assets of Class A shares of the Fund.  The Distributor uses all
of those fees to compensate dealers, brokers, banks and other financial
institutions quarterly for providing personal service and maintenance of
accounts of their customers that hold Class A shares and to reimburse
itself (if the Fund's Board of Trustees authorizes such reimbursements,
which it has not yet done) for its other expenditures under the Plan.

      Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
Payments are made by the Distributor quarterly at an annual rate not to
exceed 0.25% of the average annual net assets of Class A shares held in
accounts of the dealer or its customers.  As discussed in "Expenses,"
above, the Board of Trustees has set a rate of 0.15% for net assets
representing shares of the Fund sold before April 1, 1991.  That rate can
change.  The payments under the Plan increase the annual expenses of Class
A shares. For more details, please refer to "Distribution and Service
Plans" in the Statement of Additional Information.

Buying Class B Shares. Class B shares are sold at net asset value per
share without an initial sales charge. However, if Class B shares are
redeemed within 6 years of their purchase, a contingent deferred sales
charge will be deducted from the redemption proceeds.  That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The charge will be assessed on the lesser of
the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). The
Class B contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class B shares.

      To determine whether the contingent deferred sales charge applies
to a redemption, the Fund redeems shares in the following order: (1)
shares acquired by reinvestment of dividends and capital gains
distributions, (2) shares held for over 6 years, and (3) shares held the
longest during the 6-year period.

      The amount of the contingent deferred sales charge will depend on
the number of years since you invested and the dollar amount being
redeemed, according to the following schedule:

                            Contingent Deferred Sales Charge
Years Since Beginning of Month In      on Redemptions in that Year
Which Purchase Order Was Accepted      (As % of Amount Subject to Charge)
0 - 1                                   5.0%
1 - 2                                   4.0%
2 - 3                                   3.0%
3 - 4                                   3.0%
4 - 5                                   2.0%
5 - 6                                   1.0%
6 and following                         None

      In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of the
month in which the purchase was made.    

      -  Automatic Conversion of Class B Shares.  72 months after you
purchase Class B shares, those shares will automatically convert to Class
A shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class
B Distribution and Service Plan, described below. The conversion is based
on the relative net asset value of the two classes, and no sales load or
other charge is imposed. When Class B shares convert, any other Class B
shares that were acquired by the reinvestment of dividends and
distributions on the converted shares will also convert to Class A shares.
The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements - Class A, Class B and
Class C Shares" in the Statement of Additional Information.

      -  Waivers of Class B Sales Charges.  The Class B contingent
deferred sales charge will not be applied to shares purchased in certain
types of transactions nor will it apply to Class B shares redeemed in
certain circumstances as described below.  The reasons for this policy are
in "Reduced Sales Charges" in the Statement of Additional Information. 
    

      Waivers for Redemptions of Shares in Certain Cases.  The Class B
contingent deferred sales charges will be waived for redemptions of shares
in the following cases:    

      -  distributions to participants or beneficiaries from Retirement
Plans, if the distributions are made (a) under an Automatic Withdrawal
Plan after the participant reaches age 59-1/2, as long as the payments are
no more than 10% of the account value annually (measured from the date the
Transfer Agent receives the request), or (b) following the death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must have occurred after the
account was established);     

      -  redemptions from accounts other than Retirement Plans following
the death or disability of the last surviving shareholder (the death or
disability must have occurred after the account was established, and for
disability you must provide evidence of a determination of disability by
the Social Security Administration);    

      -  returns of excess contributions to Retirement Plans;    

      -  distributions from IRAs (including SEP-IRAs and SAR/SEP accounts)
before the participant is age 59-1/2, and distributions from 403(b)(7)
custodial plans or pension or profit sharing plans before the participant
is age 59-1/2 but only after the participant has separated from service,
if the distributions are made in substantially equal periodic payments
over the life (or life expectancy) of the participant or the joint lives
(or joint life and last survivor expectancy) of the participant and the
participant's designated beneficiary (and the distributions must comply
with other requirements for such distributions under the Internal Revenue
Code and may not exceed 10% of the account value annually, measured from
the date the Transfer Agent receives the request);    

      -  shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," below; or    

      -  distributions from OppenheimerFunds prototype 401(k) plans (1)
for hardship withdrawals; (2) under a Qualified Domestic Relations Order,
as defined in the Internal Revenue Code; (3) to meet minimum distribution
requirements as defined in the Internal Revenue Code; (4) to make
"substantially equal periodic payments" as described in Section 72(t) of
the Internal Revenue Code; or (5) for separation from service.     

      Waivers for Shares Sold or Issued in Certain Transactions.  The
contingent deferred sales charge is also waived on Class B shares sold or
issued in the following cases:     

      -  shares sold to the Manager or its affiliates;     

      -  shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; or     

      -  shares issued in plans of reorganization to which the Fund is a
party.    
      
      -  Distribution and Service Plan for Class B Shares.  The Fund has
adopted a Distribution and Service Plan for Class B shares to compensate
the Distributor for its services and costs in distributing Class B shares
and servicing accounts. Under the Plan, the Fund pays the Distributor an
annual "asset-based sales charge" of 0.75% per year on Class B shares that
are outstanding for 6 years or less.  The Distributor also receives a
service fee of 0.25% per year.  Both fees are computed on the average
annual net assets of Class B shares, determined as of the close of each
regular business day. The asset-based sales charge allows investors to buy
Class B shares without a front-end sales charge while allowing the
Distributor to compensate dealers that sell Class B shares. 
      
      The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class B shares.  Those
services are similar to the services provided under the Class A Service
Plan, described above.  The asset-based sales charge and service fees
increase Class B expenses by up to 1.00% of average net assets per year.

      The Distributor pays the 0.25% service fee to dealers in advance for
the first year after Class B shares have been sold by the dealer. After
the shares have been held for a year, the Distributor pays the fee on a
quarterly basis. The Distributor pays sales commissions of 3.75% of the
purchase price to dealers from its own resources at the time of sale.  The
Distributor retains the asset-based sales charge to recoup the sales
commissions it pays, the advances of service fee payments it makes, and
its financing costs. 

      The Distributor's actual expenses in selling Class B shares may be
more than the payments it receives from contingent deferred sales charges
collected on redeemed shares and from the Fund under the Distribution and
Service Plan for Class B shares.  Therefore, those expenses may be carried
over and paid in future years.  At June 30, 1995, the end of the Plan
year, the Distributor had incurred unreimbursed expenses under the Plan
of $____ (equal to the __% of the Fund's net assets represented by Class
B shares on that date), which have been carried over into this present
Plan year.  If the Plan is terminated by the Fund, the Board of Trustees
may allow the Fund to continue payments of the asset-based sales charge
to the Distributor for expenses it incurred before the Plan was
terminated.
 
   Buying Class C Shares.  Class C shares are sold at net asset value per
share without an initial sales charge.  However, if Class C shares are
redeemed within 12 months of their purchase, a contingent deferred sales
charge of 1.0% will be deducted from the redemption proceeds.  That sales
charge will not apply to shares purchased by the reinvestment of dividends
or capital gains distributions.  The charge will be assessed on the lesser
of the net asset value of the shares at the time of redemption or the
original purchase price.  The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). 
The Class C contingent deferred sales charge is paid to the Distributor
to reimburse its expenses of providing  distribution-related services to
the Fund in connection with the sale of Class C shares.    

      To determine whether the contingent deferred sales charge applies
to a redemption, the Fund redeems shares in the following order: (1)
shares acquired by reinvestment of dividends and capital gains
distributions, (2) shares held for over 12 month, and (3) shares held the
longest during the 12-month period.    

      -  Waivers of Class C Sales Charges.  The Class C contingent
deferred sales charge will be waived if the shareholder requests it for
any of the redemptions or circumstances described above under "Waivers of
Class B Sales Charges."    

      -  Distribution and Service Plan for Class C Shares.  The Fund has
adopted a Distribution and Service Plan for Class C shares to compensate
the Distributor for distributing Class C shares and servicing accounts. 
Under the Plan, the Fund pays the Distributor an annual "asset-based sales
charge" of 0.75% per year on Class C shares.  The Distributor also
receives a service fee of 0.25% per year.  Both fees are computed on the
average annual net assets of Class C shares, determined as of the close
of each regular business day.  The asset-based sales charge allows
investors to buy Class C shares without a front-end sales charge while
allowing the Distributor to compensate dealers that sell Class C
shares.    

      The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class C shares.  Those
services are similar to those provided under the Class A Service Plan,
described above.  The asset-based sales charge and service fees increase
Class C expenses by 1.00% of average net assets per year.    

      The Distributor pays the 0.25% service fee to dealers in advance for
the first year after Class C shares have been sold by the dealer.  After
the shares have been held for a year, the Distributor pays the fee on a
quarterly basis.  The Distributor pays sales commissions of 0.75% of the
purchase price to dealers from its own resources at the time of sale.  The
total up-front commission paid by the Distributor to the dealer at the
time of sale of Class C shares is 1.00% of the purchase price.  The
Distributor plans to pay the asset-based sales charge as an ongoing
commission to the dealer on Class C shares that have been outstanding for
a year or more.    

      The Fund pays the asset-based sales charge to the Distributor for
its services rendered in connection with the distribution of Class C
shares.  Those payments are at a fixed rate which is not related to the
Distributor's expense.  The services rendered by the Distributor include
paying and financing the payment of sales commissions, service fees, and
other costs of distributing and selling Class C shares, including
compensating personnel of the Distributor who support distribution of
Class C shares.  If the Plan is terminated by the Fund, the Board of
Trustees may allow the Fund to continue payments of the asset-based sales
charge to the Distributor for distributing Class C shares before the Plan
was terminated.    

Special Investor Services

AccountLink.  OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions.  These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.

      AccountLink privileges must be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges by sending signature-guaranteed
instructions to the Transfer Agent. AccountLink privileges will apply to
each shareholder listed in the registration on your account as well as to
your dealer representative of record unless and until the Transfer Agent
receives written instructions terminating or changing those privileges.
After you establish AccountLink for your account, any change of bank
account information must be made by signature-guaranteed instructions to
the Transfer Agent signed by all shareholders who own the account.

      -  Using AccountLink to Buy Shares.  Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457.  The purchase payment will be debited from
your bank account.

      -  PhoneLink.  PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.

      -  Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310.  You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.

      -  Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.

      -  Selling Shares.  You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account.  Please refer to "How to Sell
Shares," below, for details.

Automatic Withdrawal and Exchange Plans.  The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:
  
      -  Automatic Withdrawal Plans. If your Fund account is worth $5,000
or more, you can establish an Automatic Withdrawal Plan to receive
payments of at least $50 on a monthly, quarterly, semi-annual or annual
basis. The checks may be sent to you or sent automatically to your bank
account on AccountLink. You may even set up certain types of withdrawals
of up to $1,500 per month by telephone.  You should consult the
Application and Statement of Additional Information for more details.

      -  Automatic Exchange Plans. You can authorize the Transfer Agent
to automatically exchange an amount you establish in advance for shares
of up to five other OppenheimerFunds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan.  The minimum purchase
for each OppenheimerFunds account is $25.  These exchanges are subject to
the terms of the Exchange Privilege, described below.

   Reinvestment Privilege.  If you redeem some or all of your Class A or
Class B shares of the Fund, you have up to 6 months to reinvest all or
part of the redemption proceeds in Class A shares of the Fund or other
OppenheimerFunds without paying a sales charge. This privilege applies to
Class A shares that you purchased with an initial sales charge and to
Class A or Class B shares on which you paid a contingent deferred sales
charge when you redeemed them.  This privilege does not apply to Class C
shares.  You must be sure to ask the Distributor for this privilege when
you send your payment. Please consult the Statement of Additional
Information for more details.    

Retirement Plans.  Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:

      - Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses

      - 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations

      - SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR SEP-IRAs

      - Pension and Profit-Sharing Plans for self-employed persons and
other employers 

      - 401(k) prototype retirement plans for businesses    

      Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications. 

How to Sell Shares

      You can arrange to take money out of your account on any regular
business day by selling (redeeming) some or all of your shares.  Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent.  The Fund offers you
a number of ways to sell your shares: in writing or by telephone.  You can
also set up Automatic Withdrawal Plans to redeem shares on a regular
basis, as described above. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner, or from a retirement
plan, please call the Transfer Agent first, at 1-800-525-7048, for
assistance.

      -  Retirement Accounts.  To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.

      -  Certain Requests Require a Signature Guarantee.  To protect you
and the Fund from fraud, certain redemption requests must be in writing
and must include a signature guarantee in the following situations (there
may be other situations also requiring a signature guarantee):

      -  You wish to redeem more than $50,000 worth of shares
         and receive a check
      -  A redemption check is not payable to all shareholders
         listed on the account statement
      -  A redemption check is not sent to the address of record
         on your statement
      -  Shares are being transferred to a Fund account with a
         different owner or name
      -  Shares are redeemed by someone other than the owners
         (such as an Executor)
      
      -  Where Can I Have My Signature Guaranteed?  The Transfer Agent
will accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing on behalf of a corporation, partnership or other business, or
as a fiduciary, you must also include your title in the signature.

Selling Shares by Mail.  Write a "letter of instructions" that includes:
      
      -  Your name
      -  The Fund's name
      -  Your Fund account number (from your account statement)
      -  The dollar amount or number of shares to be redeemed
      -  Any special payment instructions
      -  Any share certificates for the shares you are selling, 
      -  The signatures of all registered owners exactly as the
         account is register, and    
      -  Any special requirements or documents requested by the
         Transfer Agent to assure proper authorization of the
         person asking to sell shares.
   
Use the following address      Send courier or Express
for requests by mail:          Mail requests to:
Oppenheimer Shareholder        Oppenheimer Shareholder 
 Services                       Services
P.O. Box 5270                  10200 E. Girard Avenue,
Denver, Colorado 80217         Building D,
                               Denver, Colorado 80231        

   Selling Shares by Telephone.  You and your dealer representative of
record may also sell your shares by telephone.  To receive the redemption
price on a regular business day, your call must be received by the
Transfer Agent by the close of The New York Stock Exchange that day, which
is normally 4:00 P.M. but may be earlier on some days.  You may not redeem
shares held in an OppenheimerFunds retirement plan or under a share
certificate by telephone.    

      -  To redeem shares through a service representative, call 1-800-
         852-8457
      -  To redeem shares automatically on PhoneLink, call 1-800-533-3310

      Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.  

      -  Telephone Redemptions Paid by Check. Up to $50,000 may be
redeemed by telephone, once in any 7-day period.  The check must be
payable to all owners of record of the shares and must be sent to the
address on the account statement.  This service is not available within
30 days of changing the address on an account.

      -  Telephone Redemptions Through AccountLink or By Wire.  There are
no dollar limits on telephone redemption proceeds sent to a bank account
designated when you establish AccountLink. Normally the ACH wire to your
bank is initiated on the business day after the redemption.  You do not
receive dividends on the proceeds of the shares you redeemed while they
are waiting to be wired.

      Shareholders may also have the Transfer Agent send redemption
proceeds of $2,500 or more by Federal Funds wire to a designed commercial
bank account.  The bank must be a member of the Federal Reserve wire
system.  There is a $10 fee for each Federal Funds wire.  To place a wire
redemption request, call the Transfer Agent at 1-800-852-8457.  The wire
will normally be transmitted on the next bank business day after the
shares are redeemed.  There is a possibility that the wire may be delayed
up to seven days to enable the Fund to sell securities to pay the
redemption proceeds.  No dividends are accrued or paid on the proceeds of
shares that have been redeemed and are awaiting transmittal by wire.  To
establish wire redemption privileges on an account that is already
established, please contact the Transfer Agent for instructions.    

Selling Shares Through Your Dealer.  The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers.  Brokers or dealers may charge for that service.  Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.

How to Exchange Shares

      Shares of the Fund may be exchanged for shares of certain
OppenheimerFunds at net asset value per share at the time of exchange,
without sales charge. To exchange shares, you must meet several
conditions:    

      -  Shares of the fund selected for exchange must be
         available for sale in your state of residence
      -  The prospectuses of this Fund and the fund whose shares
         you want to buy must offer the exchange privilege
      -  You must hold the shares you buy when you establish
         your account for at least 7 days before you can
         exchange them; after the account is open 7 days, you
         can exchange shares every regular business day
      -  You must meet the minimum purchase requirements for the
         fund you purchase by exchange
      -  Before exchanging into a fund, you should obtain and
         read its prospectus

      Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds.  For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund.  At
present, not all of the OppenheimerFunds offer the same classes of shares.
If a fund has only one class of shares that does not have a class
designation, they are "Class A" shares for exchange purposes. Certain
OppenheimerFunds offer Class A shares and Class B or Class C shares, and
a list can be obtained by calling the Distributor at 1-800-525-7048.  In
some cases, sales charges may be imposed on exchange transactions.  Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

      Exchanges may be requested in writing or by telephone:

      -  Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account.  Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

      -  Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same name(s) and address.  Shares held under certificates may not
be exchanged by telephone.

      You can find a list of OppenheimerFunds currently available for
exchanges in the Statement of Additional Information or obtain one by
calling a service representative at 1-800-525-7048. That list can change
form time to time.      

      There are certain exchange policies you should be aware of:

      -  Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request that is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days.  However, either fund
may delay the purchase of shares of the fund you are exchanging into up
to seven days if it determines it would be disadvantaged by a same-day
transfer of the proceeds to buy shares. For example, the receipt of
multiple exchange requests from a dealer in a "market-timing" strategy
might require the sale of portfolio securities at a time or price
disadvantageous to the Fund.    

      -  Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.

      -  The Fund may amend, suspend or terminate the exchange privilege
at any time.  Although the Fund will attempt to provide you notice
whenever it is reasonably able to do so, it may impose these changes at
any time.

      -  For tax purposes, exchanges of shares involve a redemption of the
shares of the fund you own and a purchase of shares of the other fund,
which may result in a capital gain or loss.  For more information about
taxes affecting exchanges, please refer to "How to Exchange Shares" in the
Statement of Additional Information.    

      -  If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

      -  Net Asset Value Per Share is determined for each class of shares
as of the close of The New York Stock Exchange on each regular business
day by dividing the value of the Fund's net assets attributable to a class
by the number of shares of that class that are outstanding.  The Fund's
Board of Trustees has established procedures to value the Fund's
securities to determine net asset value.  In general, securities values
are based on market value.  There are special procedures for valuing
illiquid and restricted securities, obligations for which market values
cannot be readily obtained, and call options and hedging instruments. 
These procedures are described more completely in the Statement of
Additional Information.

      -  The offering of shares may be suspended during any period in
which the determination of net asset value is suspended, and the offering
may be suspended by the Board of Trustees at any time the Board believes
it is in the Fund's best interest to do so.

      -  Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time.  If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.

      -  The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures  to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing.  If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither the Transfer Agent nor the Fund will
be liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine.  If you are unable to reach the
Transfer Agent during periods of unusual market activity, you may not be
able to complete a telephone transaction and should consider placing your
order by mail.

      -  Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.

      -  Dealers that can perform account transactions for their clients
by participating in NETWORKING  through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.

      -  The redemption price for shares will vary from day to day because
the value of the securities in the Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally
be different for Class A, Class B and Class C shares. Therefore, the
redemption value of your shares may be more or less than their original
cost.

      -  Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments.  For accounts registered
in the name of a broker-dealer, payment will be forwarded within 3
business days.  The Transfer Agent may delay forwarding a check or
processing a payment via AccountLink for recently purchased shares, but
only until the purchase payment has cleared.  That delay may be as much
as 10 days from the date the shares were purchased.  That delay may be
avoided if you purchase shares by certified check or arrange with your
bank to provide telephone or written assurance to the Transfer Agent that
your purchase payment has cleared.    

      -  Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $200 for reasons other than the fact
that the market value of shares has dropped, and in some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.

      -  Under unusual circumstances, shares of the Fund may be redeemed
"in kind," which means that the redemption proceeds will be paid with
securities from the Fund's portfolio.  Please refer to "How to Sell
Shares" in the Statement of Additional Information for more details.

      -  "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or Employer Identification Number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of income.

      -  The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee.  That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent. 
Under the circumstances described in "How To Buy Shares," you may be
subject to a contingent deferred sales charge when redeeming certain Class
A, Class B and Class C shares.

      -  To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records. 
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.

Dividends, Capital Gains and Taxes

Dividends. The Fund declares dividends separately for Class A, Class B and
Class C shares from net investment income and pays such dividends to
shareholders quarterly on or about the 29th of March, June, September and
December, but the Board of Trustees can change that date. It is expected
that distributions paid with respect to Class A shares will generally be
higher than for Class B and Class C shares because expenses allocable to
Class B and Class C shares will generally be higher.  

      During the Fund's fiscal year ended June 30, 1995, the Fund
attempted to pay dividends on its Class A shares at a constant level. 
That was done keeping in mind the amount of net investment income and
other distributable income available from the Fund's portfolio
investments.  However, the amount of each dividend can change from time
to time (or there might not be a dividend at all on any class) depending
on market conditions, the Fund's expenses, and the composition of the
Fund's portfolio.  Attempting to pay dividends at a constant level
required the Manager to monitor the Fund's income stream from its
investments and at times to select higher yielding securities (appropriate
to the Fund's objectives and investment restrictions) to maintain income
at the required level.  This practice did not affect the net asset values
of any class of shares.  The Board of Trustees may change or end the
Fund's targeted dividend level for Class A shares at any time.  There is
no targeted dividend level for Class B or Class C shares.

Capital Gains. The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of capital gains following the end of its
fiscal year. Long-term capital gains will be separately identified in the
tax information the Fund sends you after the end of the year.  Short-term
capital gains are treated as dividends for tax purposes. There can be no
assurance that the Fund will pay any capital gains distributions in a
particular year.

Distribution Options.  When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested. 
For other accounts, you have four options:

      -  Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
      -  Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
sent to your bank account on AccountLink.
      -  Receive All Distributions in Cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.
      -  Reinvest Your Distributions in Another OppenheimerFunds Account.
You can reinvest all distributions in another OppenheimerFunds account you
have established.

Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders.  It does not matter how long you held your
shares.  Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income.  Distributions are subject to
federal income tax and may be subject to state or local taxes.  Your
distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of all taxable distributions
you received in the previous year.

      When more than 50% of its assets are invested in foreign securities 
at the end of any fiscal year, the Fund may elect that Section 853 of the
Internal Revenue Code will apply to it to permit shareholders to take a
credit (or a deduction) on their own federal income tax returns for
foreign taxes paid by the Fund.  "Dividends, Capital Gains and Taxes" in
the Statement of Additional Information contains further information about
this tax provision.    

      -  "Buying a Dividend": When a fund goes ex-dividend, its share
price is reduced by the amount of the distribution.  If you buy shares on
or just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.

      -  Taxes on Transactions: Share redemptions, including redemptions
for exchanges, are subject to capital gains tax.  Generally speaking, a
capital gain or loss is the difference between the price you paid for the
shares and the price you received when you sold them.

      -  Returns of Capital: In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders. 
If that occurs, it will be identified in notices to shareholders.  A non-
taxable return of capital may reduce your tax basis in your Fund
shares.    

      This information is only a summary of certain federal tax
information about your investment.  More information is contained in the
Statement of Additional Information, and in addition you should consult
with your tax adviser about the effect of an investment in the Fund on
your particular tax situation.


APPENDIX TO PROSPECTUS OF 
OPPENHEIMER EQUITY INCOME FUND

      Graphic material included in Prospectus of Oppenheimer Equity Income
Fund: "Comparison of Total Return of Oppenheimer Equity Income Fund with
the S&P 500 Index - Change in Value of $10,000 Hypothetical Investments
in Class A and Class B Shares of Oppenheimer Equity Income Fund and the
S&P 500 Index"    

      Linear graphs will be included in the Prospectus of Oppenheimer
Equity Income Fund (the "Fund") depicting the initial account value and
subsequent account value of a hypothetical $10,000 investment in the Fund.
In the case of the Fund's Class A shares, that graph will cover each of
the Fund's last ten fiscal years from 6/30/85 through 6/30/95 and in the
case of the Fund's Class B shares will cover the period from the inception
of the class (August 17, 1993) through 6/30/95. The graph will compare
such values with hypothetical $10,000 investments over the same time
periods in the S&P 500 Index.  Set forth below are the relevant data
points that will appear on the linear graph.  Additional information with
respect to the foregoing, including a description of the S&P 500 Index,
is set forth in the Prospectus under "Performance of the Fund - Comparing
the Fund's Performance to the Market."      
                                              
Fiscal Year        Oppenheimer                S&P 500
(Period) Ended     Equity Income A            Index

6/30/85            $                          $
6/30/86            $                          $
6/30/87            $                          $
6/30/88            $                          $
6/30/89            $                          $
6/30/90            $                          $
6/30/91            $                          $
6/30/92            $                          $
6/30/93            $                          $
6/30/94            $                          $
6/30/95            $                          $
                                              
Fiscal             Oppenheimer                S&P
Period Ended       Equity Income Fund B       500 Index
      
8/17/93(1)         $                          $
6/30/94            $                          $
6/30/95            $                          $
- ----------------------     
(1)  Class B shares of the Fund were first publicly offered on August 17,
1993.


Oppenheimer Equity Income Fund
3410 South Galena Street
Denver, Colorado  80231
1-800-525-7048

Investment Advisor
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent                          
Oppenheimer Shareholder Services        
P.O. Box 5270                           
Denver, Colorado 80217                  
1-800-525-7048

Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015

Independent Auditors
Deloitte & Touche, LLP
1560 Broadway
Denver, Colorado 80202

Legal Counsel
   Myer, Swanson, Adams & Wolf, P.C.    
1600 Broadway                           
Denver, Colorado  80202


No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Statement of Additional Information
and, if given or made, such information and representations must not be
relied upon as having been authorized by the Fund, Oppenheimer Management
Corporation, Oppenheimer Funds Distributor, Inc. or any affiliate thereof. 
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such an offer in such state.


Oppenheimer Equity Income Fund

3410 South Galena Street, Denver, Colorado  80231
1-800-525-7048

Statement of Additional Information dated November 1, 1995

      This Statement of Additional Information of Oppenheimer Equity
Income Fund is not a Prospectus.  This document contains additional
information about the Fund and supplements information in the Prospectus
dated November 1, 1995.  It should be read together with the Prospectus,
which may be obtained by writing to the Fund's Transfer Agent, Oppenheimer
Shareholder Services, at P.O. Box 5270, Denver, Colorado 80217 or by
calling the Transfer Agent at the toll-free number shown above.    

   
TABLE OF CONTENTS
                                                   
                                                      Page
About the Fund                          
Investment Objectives and Policies
     Investment Policies and Strategies        
     Other Investment Techniques and Strategies  
     Other Investment Restrictions      
How the Fund is Managed                 
     Organization and History           
     Trustees and Officers of the Fund        
     The Manager and Its Affiliates     
Brokerage Policies of the Fund          
Performance of the Fund                 
Distribution and Service Plans          
About Your Account                      
How To Buy Shares  
How To Sell Shares                      
How To Exchange Shares                  
Dividends, Capital Gains and Taxes      
Additional Information About the Fund   
Financial Information About the Fund    
Independent Auditors' Report            
Financial Statements                    
Appendix A:  Ratings of Investments                         A-1
Appendix B:  Industry Classifications                       B-1    






ABOUT THE FUND

Investment Objectives and Policies

   Investment Policies and Strategies.    The investment objectives and
policies of the Fund are described in the Prospectus.  Set forth below is
supplemental information about those policies and the types of securities
in which the Fund may invest, as well as the strategies the Fund may use
to try to achieve its objectives.  Capitalized terms used in this
Statement of Additional Information have the same meaning as those terms
have in the Prospectus.     

   In selecting securities for the Fund's portfolio, the Fund's investment
adviser, Oppenheimer Management Corporation (the "Manager"), evaluates the
merits of particular equity and fixed-income securities primarily through
the exercise of its own investment analysis. This may include, among other
things, evaluation of the history of the issuer's operations, prospects
for the industry of which the issuer is part, the issuer's financial
condition, the issuer's pending product developments and developments by
competitors, the effect of general market and economic conditions on the
issuer's business, and legislative proposals or new laws that might affect
the issuer.   

   The portion of the Fund's assets allocated to particular securities and
types of special investment methods selected will depend upon the judgment
of the Fund's Manager as to the future movement of the equity and fixed-
income securities markets.  If the Manager believes that economic
conditions favor dividend-paying equity and convertible securities and
fixed-income investments having higher yields, the Fund will emphasize
securities and investment methods selected to achieve its investment
objectives.  If the Manager believes that a market decline is likely,
defensive shorter-term securities and investment methods may be emphasized
(See "Temporary Defensive Investments," below).

   --  Investment Risks of Fixed-Income Securities.  All fixed-income
securities are subject to two types of risks: credit risk and interest
rate risk.  Credit risk relates to the ability of the issuer to meet
interest or principal payments on a security as they become due. 
Generally, higher yielding lower-grade bonds are subject to credit risk
to a greater extent than lower yielding, investment grade bonds.  Interest
rate risk refers to the fluctuations in value of fixed-income securities
resulting solely from the inverse relationship between price and yield of
outstanding fixed-income securities.  An increase in prevailing interest
rates will generally reduce the market value of already-issued fixed-
income investments, and a decline in interest rates will tend to increase
their value.  In addition, debt securities with longer maturities, which
tend to produce higher yields, are subject to potentially greater changes
in their prices from changes in interest rates capital than obligations
with shorter maturities.  Fluctuations in the market value of fixed-income
securities after the Fund buys them will not affect the interest payable
on those securities, and thus the cash income from such securities. 
However, those price fluctuations will be reflected in the valuations of
these securities and therefore the Fund's net asset values.

   As stated in the Prospectus, the Fund may not invest more than 10% of
its assets in non-convertible bonds and debentures in the lower rating
categories of Moody's and Standard & Poor's, the principal rating
services.  High yield securities, whether rated or unrated, may be subject
to greater market fluctuations and risks of loss of income and principal
than lower-yielding, higher-rated, fixed-income securities.  Risks of high
yield securities may include (i) limited liquidity and secondary market
support, (ii) substantial market price volatility resulting from changes
in prevailing interest rates, (iii) subordination of the obligations to
the prior claims of banks and other senior lenders, (iv) the operation of
mandatory sinking fund or call/redemption provisions during periods of
declining interest rates that could cause the Fund to be able to reinvest
premature redemption proceeds only in lower-yielding portfolio securities,
(v) the possibility that earnings of the issuer may be insufficient to
meet its debt service, and (vi) the issuer's low creditworthiness and
potential for insolvency during periods of rising interest rates and
economic downturn.  As a result of the limited liquidity of high yield
securities, at times their prices have experienced significant and rapid
declines when a substantial number of holders decided to sell
simultaneously.  A decline is also likely in the high yield bond market
during a general economic downturn.  An economic downturn or an increase
in interest rates could severely disrupt the market for high yield bonds
and adversely affect the value of outstanding bonds and the ability of the
issuers to repay principal and interest.  In addition, there have been
several Congressional attempts to limit the use of tax and other
advantages of high yield bonds which, if enacted, could adversely affect
the value of these securities and the Fund's net asset value.  For
example, federally-insured savings and loan associations have been
required to divest their investments in high yield bonds.
   
   --  Convertible Securities.  While convertible securities are a form
of debt security in many cases, their conversion feature (allowing
conversion into equity securities) causes them to be regarded more as
"equity equivalents."  As a result, the rating assigned to the security
has less impact on the Manager's investment decision with respect to
convertible securities than in the case of non-convertible fixed-income
securities.  To determine whether convertible securities should be
regarded as "equity equivalents," the Manager examines the following
factors:  (1) whether, at the option of the investor, the convertible
security can be exchanged for a fixed number of shares of common stock of
the issuer, (2) whether the issuer of the convertible securities has
restated its earnings per share of common stock on a fully diluted basis
(considering the effect of converting the convertible securities), and (3)
the extent to which the convertible security may be a defensive "equity
substitute," providing the ability to participate in any appreciation in
the price of the issuer's common stock.

   --  Warrants and Rights.  Warrants basically are options to purchase
equity securities at set prices valid for a specified period of time.  The
prices of warrants do not necessarily move in a manner parallel to the
prices of the underlying securities.  The price the Fund pays for a
warrant will be lost unless the warrant is exercised prior to its
expiration.  Rights are similar to warrants, but normally have a short
duration and are distributed directly by the issuer to its shareholders. 
Rights and warrants have no voting rights, receive no dividends and have
no rights with respect to the assets of the issuer.

   --  Zero Coupon Securities.  The Fund may invest in zero coupon
securities issued by the U.S. Treasury or by private issuers, such as
corporations.  Zero coupon U.S. Treasury securities include: (1) U.S.
Treasury bills without interest coupons, (2) U.S. Treasury notes and bonds
that have been stripped of their unmatured interest coupons and (3)
receipts or certificates representing interests in such stripped debt
obligations or coupons.  These securities usually trade at a deep discount
from their face or par value and will be subject to greater fluctuations
in market value in response to changing interest rates than debt
obligations of comparable maturities that make current payments of
interest.  However, the lack of periodic interest payments means that the
interest rate is "locked in" and there is no risk of having to reinvest
periodic interest payments in securities having lower rates.  

   Because the Fund accrues taxable income from zero coupon securities
without receiving cash, the Fund may be required to sell portfolio
securities in order to pay dividends or redemption proceeds for its
shares, which require the payment of cash.  This will depend on several
factors: the proportion of shareholders who elect to receive dividends in
cash rather than reinvesting dividends in additional shares of the Fund,
and the amount of cash income the Fund receives from other investments and
the sale of shares.  In either case, cash distributed or held by the Fund
that is not reinvested by investors in additional Fund shares will hinder
the Fund from seeking current income.
    

Other Investment Techniques and Strategies

       -- Hedging.  The Fund may use hedging instruments for the purposes
described in the Prospectus. When hedging to attempt to protect against
declines in the market value of the Fund's portfolio, or to permit the
Fund to retain unrealized gains in the value of portfolio securities which
have appreciated, or to facilitate selling securities for investment
reasons, the Fund may: (i) sell Futures, (ii) buy puts on such Futures or
on securities, or (iii) write covered calls on securities or on Futures. 
When hedging to establish a position in the equity securities markets as
a temporary substitute for the purchase of individual equity securities
the Fund may: (i) buy Futures, or (ii) buy calls on such Futures or
securities held by it.  Normally, the Fund would then purchase the equity
securities and terminate the hedging position.     

   The Fund's strategy of hedging with Futures and options on Futures will
be incidental to the Fund's investment activities in the underlying cash
market.  In the future, the Fund may employ hedging instruments and
strategies that are not presently contemplated but which may be developed,
to the extent such investment methods are consistent with the Fund's
investment objective, and are legally permissible and disclosed in the
Prospectus.  Additional information about the hedging instruments the Fund
may use is provided below. 

   --  Stock Index Futures, Financial Futures and Interest Rate Futures. 
The Fund may buy and sell futures contracts relating to  a securities
index ("Financial Futures"), including "Stock Index Futures," a type of
Financial Future for which the index used as the basis for trading is a
broadly-based stock index (including stocks that are not limited to
issuers in a particular industry or group of industries).  A stock index
assigns relative values to the common stocks included in the index and
fluctuates with the changes in the market value of those stocks.  Stock
indices cannot be purchased or sold directly.  Financial futures are
contracts based on the future value of the basket of securities that
comprise the underlying index.  The contracts obligate the seller to
deliver, and the purchaser to take, cash to settle the futures transaction
or to enter into an offsetting contract. No physical delivery of the
securities underlying the index is made on settling the futures
obligation. No monetary amount is paid or received by the Fund on the
purchase or sale of a Financial Future or Stock Index Future.  
   
   The Fund may also buy Futures relating to debt securities ("Interest
Rate Futures").  An Interest Rate Future obligates the seller to deliver
and the purchaser to take a specific type of debt security at a specific
future date for a fixed price to settle the futures transaction, or to
enter into an offsetting contract. As with Financial Futures, no monetary
amount is paid or received by the Fund on the purchase of an Interest Rate
Future.  

   Upon entering into a Futures transaction, the Fund will be required to
deposit an initial margin payment, in cash or U.S. Treasury bills, with
the futures commission merchant (the "futures broker").  Initial margin
payments will be deposited with the Fund's Custodian in an account
registered in the futures broker's name; however, the futures broker can
gain access to that account only under certain specified conditions.  As
the Future is marked to market (that is, its value on the Fund's books is
changed) to reflect changes in its market value, subsequent margin
payments, called variation margin, will be paid to or by the futures
broker on a daily basis. 

   At any time prior to the expiration of the Future, the Fund may elect
to close out its position by taking an opposite position, at which time
a final determination of variation margin is made and additional cash is
required to be paid by or released to the Fund.  Any gain or loss is then
realized by the Fund on the Future for tax purposes.  Although Financial
Futures and Stock Index Futures by their terms call for settlement by the
delivery of cash, and Interest Rate Futures call for the delivery of a
specific debt security, in most cases the settlement obligation is
fulfilled without such delivery by entering into an offsetting
transaction.  All Futures transactions are effected through a clearing
house associated with the exchange on which the contracts are traded. 

   --  Purchasing Puts and Calls. The Fund may purchase calls to protect
against the possibility that the Fund's portfolio will not participate in
an anticipated rise in the securities market. When the Fund purchases a
call, it pays a premium (other than in a closing purchase transaction)
and, except as to calls on stock indices, has the right to buy the
underlying investment from a seller of a corresponding call on the same
investment during the call period at a fixed exercise price.  In
purchasing a call, the Fund benefits only if the call is sold at a profit
or if, during the call period, the market price of the underlying
investment is above the sum of the call price, transaction costs, and the
premium paid, and the call is exercised.  If the call is not exercised or
sold (whether or not at a profit), it will become worthless at its
expiration date and the Fund will lose its premium payment and the right
to purchase the underlying investment.  When the Fund purchases a call on
a stock index, it pays a premium, but settlement is in cash rather than
by delivery of the underlying investment to the Fund. 

       The Fund may write covered calls. When the Fund writes a call on
an investment, it receives a premium and agrees to sell the callable
investment to a purchaser of a corresponding call during the call period
(usually not more than 9 months) at a fixed exercise price (which may
differ from the market price of the underlying investment) regardless of
market price changes during the call period.  To terminate its obligation
on a call it has written, the Fund may purchase a  corresponding call in
a "closing purchase transaction." A profit or loss will be realized,
depending upon whether the net of the amount of option transaction costs
and the premium received on the call the Fund has written is more or less
than the price of the call the Fund subsequently purchased.  A profit may
also be realized if the call lapses unexercised, because the Fund retains
the underlying investment and the premium received.  Those profits are
considered short-term capital gains for Federal income tax purposes, as
are premiums on lapsed calls, and when distributed by the Fund are taxable
as ordinary income.  If the Fund could not effect a closing purchase
transaction due to the lack of a market, it would have to hold the
callable investment until the call lapsed or was exercised. The Fund may
also write calls on Futures without owning a futures contract or
deliverable securities, provided that at the time the call is written, the
Fund covers the call by segregating in escrow an equivalent dollar value
of deliverable securities or liquid assets. The Fund will segregate
additional liquid assets if the value of the escrowed assets drops below
100% of the current value of the Future.  In no circumstances would an
exercise notice as to a Future put the Fund in a short futures
position.    

   The Fund's Custodian, or a securities depository acting for the
Custodian, will act as the Fund's escrow agent, through the facilities of
the Options Clearing Corporation ("OCC"), as to the investments on which
the Fund has written options that are traded on exchanges, or as to other
acceptable escrow securities, so that no margin will be required from the
Fund for such option transactions. OCC will release the securities
covering a call on the expiration of the call or when the Fund enters into
a closing purchase transaction.  Call writing affects the Fund's turnover
rate and the brokerage commissions it pays.  Commissions, normally higher
than on general securities transactions, are payable on writing or
purchasing a call. 

   When the Fund purchases a put, it pays a premium and, except as to puts
on stock indices, has the right to sell the underlying investment to a
seller of a corresponding put on the same investment during the put period
at a fixed exercise price.  Buying a put on an investment the Fund owns
(a "protective put") enables the Fund to attempt to protect itself during
the put period against a decline in the value of the underlying investment
below the exercise price by selling the underlying investment at the
exercise price to a seller of a corresponding put.  If the market price
of the underlying investment is equal to or above the exercise price and
as a result the put is not exercised or resold, the put will become
worthless at its expiration and the Fund will lose the premium payment and
the right to sell the underlying investment.  However, the put may be sold
prior to expiration (whether or not at a profit).  

   Puts and calls on broadly-based stock indices or Stock Index Futures
are similar to puts and calls on securities or futures contracts except
that all settlements are in cash and gain or loss depends on changes in
the index in question (and thus on price movements in the stock market
generally) rather than on price movements of individual securities or
futures contracts.  When the Fund buys a call on a stock index or Stock
Index Future, it pays a premium.  If the Fund exercises the call during
the call period, a seller of a corresponding call on the same investment
will pay the Fund an amount of cash to settle the call if the closing
level of the stock index or Future upon which the call is based is greater
than the exercise price of the call.  That cash payment is equal to the
difference between the closing price of the call and the exercise price
of the call times a specified multiple (the "multiplier") which determines
the total dollar value for each point of difference.  When the Fund buys
a put on a stock index or Stock Index Future, it pays a premium and has
the right during the put period to require a seller of a corresponding
put, upon the Fund's exercise of its put, to deliver cash to the Fund to
settle the put if the closing level of the stock index or Stock Index
Future upon which the put is based is less than the exercise price of the
put.  That cash payment is determined by the multiplier, in the same
manner as described above as to calls. 

   When the Fund purchases a put on a stock index, or on a Stock Index
Future not owned by it, the put protects the Fund to the extent that the
index moves in a similar pattern to the securities the Fund holds.  The
Fund can either resell the put or, in the case of a put on a Stock Index
Future, buy the underlying investment and sell it at the exercise price. 
The resale price of the put will vary inversely with the price of the
underlying investment.  If the market price of the underlying investment
is above the exercise price, and as a result the put is not exercised, the
put will become worthless on the expiration date.  In the event of a
decline in price of the underlying investment, the Fund could exercise or
sell the put at a profit to attempt to offset some or all of its loss on
its portfolio securities.

   The Fund's option activities may affect its portfolio turnover rate and
brokerage commissions.  The exercise of calls written by the Fund may
cause the Fund to sell related portfolio securities, thus increasing its
turnover rate.  The exercise by the Fund of puts on securities will cause
the sale of underlying investments, increasing portfolio turnover. 
Although the decision whether to exercise a put it holds is within the
Fund's control, holding a put might cause the Fund to sell the related
investments for reasons that would not exist in the absence of the put. 
The Fund will pay a brokerage commission each time it buys or sells a
call, put or an underlying investment in connection with the exercise of
a put or call.  Those commissions may be higher than the commissions for
direct purchases or sales of the underlying investments. 

   Premiums paid for options are small in relation to the market value of
the underlying investments and, consequently, put and call options offer
large amounts of leverage.  The leverage offered by trading in options
could result in the Fund's net asset value being more sensitive to changes
in the value of the underlying investments.

   --  Options on Foreign Currency.  The Fund intends to write and
purchase calls on foreign currencies.  The Fund may purchase and write
puts and calls on foreign currencies that are traded on a securities or
commodities exchange or over-the-counter markets or are quoted by major
recognized dealers in such options.  It does so to protect against
declines in the dollar value of foreign securities and against increases
in the dollar cost of foreign securities to be acquired.  If the Manager
anticipates a rise in the dollar value of a foreign currency in which
securities to be acquired are denominated, the increased cost of such
securities may be partially offset by purchasing calls or writing puts on
that foreign currency.  If a decline in the dollar value of a foreign
currency is anticipated, the decline in value of portfolio securities
denominated in that currency may be partially offset by writing calls or
purchasing puts on that foreign currency.  However, in the event of
currency rate fluctuations adverse to the Fund's position, it would lose
the premium it paid and transactions costs.  

   A call written on a foreign currency by the Fund is covered if the Fund
owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held
in a segregated account by its custodian) upon conversion or exchange of
other foreign currency held in its portfolio.  A call may be written by
the Fund on a foreign currency to provide a hedge against a decline due
to an expected adverse change in the exchange rate in the U.S. dollar
value of a security which the Fund owns or has the right to acquire and
which is denominated in the currency underlying the option.  This is a
cross-hedging strategy.  In such circumstances, the Fund collateralizes
the option by maintaining in a segregated account with the Fund's
custodian, cash or U.S. Government Securities in an amount not less than
the value of the underlying foreign currency in U.S. dollars marked-to-
market daily. 

   --  Forward Contracts.  The Fund may enter into foreign currency
exchange contracts ("Forward Contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of foreign currency
at a specific future date for a fixed price.  A Forward Contract involves
bilateral obligations of one party to purchase, and another party to sell,
a specific currency at a future date (which may be any fixed number of
days from the date of the contract agreed upon by the parties), at a price
set at the time the contract is entered into.  These contracts are traded
in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers.  The Fund may enter
into a Forward Contract in order to "lock in" the U.S. dollar price of a
security denominated in a foreign currency which it has purchased or sold
but which has not yet settled, or to protect against a possible loss
resulting from an adverse change in the relationship between the U.S.
dollar and a foreign currency.  

   There is a risk that use of Forward Contracts may reduce the gain that
would otherwise result from a change in the relationship between the U.S.
dollar and a foreign currency.  Forward contracts include standardized
foreign currency futures contracts which are traded on exchanges and are
subject to procedures and regulations applicable to other Futures.  The
Fund may also enter into a forward contract to sell a foreign currency
denominated in a currency other than that in which the underlying security
is denominated.  This is done in the expectation that there is a greater
correlation between the foreign currency of the forward contract and the
foreign currency of the underlying investment than between the U.S. dollar
and the foreign currency of the underlying investment.  This technique is
referred to as "cross hedging."  The success of cross hedging is dependent
on many factors, including the ability of the Manager to correctly
identify and monitor the correlation between foreign currencies and the
U.S. dollar.  To the extent that the correlation is not identical, the
Fund may experience losses or gains on both the underlying security and
the cross currency hedge.

   The Fund may use Forward Contracts to protect against uncertainty in
the level of future exchange rates.  The use of Forward Contracts does not
eliminate fluctuations in the prices of the underlying securities the Fund
owns or intends to acquire, but it does fix a rate of exchange in advance. 
In addition, although Forward Contracts limit the risk of loss due to a
decline in the value of the hedged currencies, at the same time they limit
any potential gain that might result should the value of the currencies
increase.  

   The Fund will not speculate with foreign currency exchange contracts. 
There is no limitation as to the percentage of the Fund's assets that may
be committed to foreign currency exchange contracts.  The Fund does not
enter into such forward contracts or maintain a net exposure in such
contracts to the extent that the Fund would be obligated to deliver an
amount of foreign currency in excess of the value of the Fund's assets
denominated in that currency, or enter into a "cross hedge," unless it is
denominated in a currency or currencies that the Manager believes will
have price movements that tend to correlate closely with the currency in
which the investment being hedged is denominated.  See "Tax Aspects of
Covered Calls and Hedging Instruments" below for a discussion of the tax
treatment of foreign currency exchange contracts.   

   The Fund may enter into Forward Contracts with respect to specific
transactions.  For example, when the Fund enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when
the Fund anticipates receipt of dividend payments in a foreign currency,
the Fund may desire to "lock-in" the U.S. dollar price of the security or
the U.S. dollar equivalent of such payment by entering into a Forward
Contract, for a fixed amount of U.S. dollars per unit of foreign currency,
for the purchase or sale of the amount of foreign currency involved in the
underlying transaction ("transaction hedge").  The Fund will thereby be
able to protect itself against a possible loss resulting from an adverse
change in the relationship between the currency exchange rates during the
period between the date on which the security is purchased or sold, or on
which the payment is declared, and the date on which such payments are
made or received. 

   The Fund may also use Forward Contracts to lock in the U.S. dollar
value of portfolio positions ("position hedge").  In a position hedge, for 
example, when the Fund believes that foreign currency may suffer a
substantial decline against the U.S. dollar, it may enter into a forward
sale contract to sell an amount of that foreign currency approximating the
value of some or all of the Fund's portfolio securities denominated in
such foreign currency, or when the Fund believes that the U.S. dollar may
suffer a substantial decline against a foreign currency, it may enter into
a forward purchase contract to buy that foreign currency for a fixed
dollar amount.  In this situation the Fund may, in the alternative, enter
into a forward contract to sell a different foreign currency for a fixed
U.S. dollar amount where the Fund believes that the U.S. dollar value of
the currency to be sold pursuant to the forward contract will fall
whenever there is a decline in the U.S. dollar value of the currency in
which portfolio securities of the Fund are denominated ("cross hedge"). 

   The Fund's Custodian will place cash or U.S. Government securities or
other liquid high-quality debt securities in a separate account of the
Fund having a value equal to the aggregate amount of the Fund's
commitments under forward contracts to cover its short positions.  If the
value of the securities placed in the separate account declines,
additional cash or securities will be placed in the account on a daily
basis so that the value of the account will equal the amount of the Fund's
commitments with respect to such contracts.  As an alternative to
maintaining all or part of the separate account, the Fund may purchase a
call option permitting the Fund to purchase the amount of foreign currency
being hedged by a forward sale contract at a price no higher than the
forward contract price, or the Fund may purchase a put option permitting
the Fund to sell the amount of foreign currency subject to a forward
purchase contract at a price as high or higher than the forward contract
price.  Unanticipated changes in currency prices may result in poorer
overall performance for the Fund than if it had not entered into such
contracts. 

   The precise matching of the Forward Contract amounts and the value of
the securities involved will not generally be possible because the future
value of such securities in foreign currencies will change as a
consequence of market movements in the value of these securities between
the date the Forward Contract is entered into and the date it is sold. 
Accordingly, it may be necessary for the Fund to purchase additional
foreign currency on the spot (i.e., cash) market (and bear the expense of
such purchase), if the market value of the security is less than the
amount of foreign currency the Fund is obligated to deliver and if a
decision is made to sell the security and make delivery of the foreign
currency.  Conversely, it may be necessary to sell on the spot market some
of the foreign currency received upon the sale of the portfolio security
if its market value exceeds the amount of foreign currency the Fund is
obligated to deliver.  The projection of short-term currency market
movements is extremely difficult, and the successful execution of a short-
term hedging strategy is highly uncertain.  Forward Contracts involve the
risk that anticipated currency movements will not be accurately predicted,
causing the Fund to sustain losses on these contracts and transactions
costs.  

   At or before the maturity of a Forward Contract requiring the Fund to
sell a currency, the Fund may either sell a portfolio security and use the
sale proceeds to make delivery of the currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing
a second contract pursuant to which the Fund will obtain, on the same
maturity date, the same amount of the currency that it is obligated to
deliver.  Similarly, the Fund  may close out a Forward Contract requiring
it to purchase a specified currency by entering into a second contract
entitling it to sell the same amount of the same currency on the maturity
date of the first contract.  The Fund would realize a gain or loss as a
result of entering into such an offsetting Forward Contract under either
circumstance to the extent the exchange rate or rates between the
currencies involved moved between the execution dates of the first
contract and offsetting contract.

   The cost to the Fund of engaging in Forward Contracts varies with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing.  Because Forward Contracts are
usually entered into on a principal basis, no fees or commissions are
involved.  Because such contracts are not traded on an exchange, the Fund
must evaluate the credit and performance risk of each particular
counterparty under a Forward Contract.

   Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis.  The Fund may convert foreign currency from time
to time, and investors should be aware of the costs of currency
conversion.  Foreign exchange dealers do not charge a fee for conversion,
but they do seek to realize a profit based on the difference between the
prices at which they buy and sell various currencies.  Thus, a dealer may
offer to sell a foreign currency to the Fund at one rate, while offering
a lesser rate of exchange should the Fund desire to resell that currency
to the dealer. 

   --  Interest Rate Swap Transactions.  Swap agreements entail both
interest rate risk and credit risk.  There is a risk that, based on
movements of interest rates in the future, the payments made by the Fund
under a swap agreement will have been greater than those received by it. 
Credit risk arises from the possibility that the counterparty will
default.  If the counterparty to an interest rate swap defaults, the
Fund's loss will consist of the net amount of contractual interest
payments that the Fund has not yet received.  The Manager will monitor the
creditworthiness of counterparties to the Fund's interest rate swap
transactions on an ongoing basis.  The Fund will enter into swap
transactions with appropriate counterparties pursuant to master netting
agreements.  

   A master netting agreement provides that all swaps done between the
Fund and that counterparty under the master agreement shall be regarded
as parts of an integral agreement.  If on any date amounts are payable in
the same currency in respect of one or more swap transactions, the net
amount payable on that date in that currency shall be paid.  In addition,
the master netting agreement may provide that if one party defaults
generally or on one swap, the counterparty may terminate the swaps with
that party.  Under such agreements, if there is a default resulting in a
loss to one part, the measure of that part's damages is calculated by
reference to the average cost of a replacement swap with respect to each
swap (i.e., the mark-to-market value at the time of the termination of
each swap).  The gains and losses on all swaps are then netted, and the
result is the counterparty's gain or loss on termination.  The termination
of all swaps and the netting of gains and losses on termination is
generally referred to as "aggregation."  The Fund will not invest more
than 25% of its assets in interest rate swap transactions.

   --  Regulatory Aspects of Hedging Instruments. The Fund is required to
operate within certain guidelines and restrictions with respect to its use
of Futures and options on Futures established by the Commodity Futures
Trading Commission ("CFTC").  In particular the Fund is exempted from
registration with the CFTC as a "commodity pool operator" if the Fund
complies with the requirements of Rule 4.5 adopted by the CFTC.  Under
this Rule the Fund will not, as to any positions, whether long, short or
a combination thereof, enter into Futures transactions and options thereon
for which the aggregate initial margins and premiums exceed 5% of the fair
market value of the Fund's assets, with certain exclusions as defined in
the Rule.  Under the Rule, the Fund also must use short Futures and
Futures options positions solely for "bona fide hedging purposes" within
the meaning and intent of the applicable provisions of the Commodity
Exchange Act. 

   Transactions in options by the Fund are subject to limitations
established by option exchanges governing the maximum number of options
that may be written or held by a single investor or group of investors
acting in concert, regardless of whether the options were written or
purchased on the same or different exchanges or are held in one or more
accounts or through one or more different exchanges or through one or more
brokers.  Thus the number of options which the Fund may write or hold may
be affected by options written or held by other entities, including other
investment companies having the same adviser as the Fund (or an adviser
that is an affiliate of the Fund's adviser).  The exchanges also impose
position limits on Futures transactions.  An exchange may order the
liquidation of positions found to be in violation of those limits and may
impose certain other sanctions.

   Due to requirements under the Investment Company Act, when the Fund
purchases a Future, the Fund will maintain, in a segregated account or
accounts with its Custodian, cash or readily-marketable, short-term
(maturing in one year or less) debt instruments in an amount equal to the
market value of the securities underlying such Future, less the margin
deposit applicable to it. 

   --  Tax Aspects of Covered Calls and Hedging Instruments. The Fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code (although it reserves the right not to qualify).  That
qualification enables the Fund to "pass through" its income and realized
capital gains to shareholders without having to pay tax on them.  This
avoids a "double tax" on that income and capital gains, since shareholders
normally will be taxed on the dividends and capital gains they receive
from the Fund (unless the Fund's shares are held in a retirement account
or the shareholder is otherwise exempt from tax).  One of the tests for
the Fund's qualification as a regulated investment company is that less
than 30% of its gross income must be derived from gains realized on the
sale of securities held for less than three months.  To comply with this
30% cap, the Fund will limit the extent to which it engages in the
following activities, but will not be precluded from them: (i) selling
investments, including Stock Index Futures, held for less than three
months, whether or not they were purchased on the exercise of a call held
by the Fund; (ii) purchasing options which expire in less than three
months; (iii) effecting closing transactions with respect to calls or puts
written or purchased less than three months previously; (iv) exercising
puts or calls held by the Fund for less than three months; or (v) writing
calls on investments held less than three months. 

   Certain foreign currency exchange contracts (Forward Contracts) in
which the Fund may invest are treated as "section 1256 contracts."  Gains
or losses relating to section 1256 contracts generally are characterized
under the Internal Revenue Code as 60% long-term and 40% short-term
capital gains or losses.  However, foreign currency gains or losses
arising from certain section 1256 contracts (including Forward Contracts)
generally are treated as ordinary income or loss.  In addition, section
1256 contracts held by the Fund at the end of each taxable year are
"marked-to-market" with the result that unrealized gains or losses are
treated as though they were realized.  These contracts also may be marked-
to-market for purposes of the excise tax applicable to investment company
distributions and for other purposes under rules prescribed pursuant to
the Internal Revenue Code.  An election can be made by the Fund to exempt
these transactions from this marked-to-market treatment.

   Certain Forward Contracts entered into by the Fund may result in
"straddles" for Federal income tax purposes.  The straddle rules may
affect the character of gains (or losses) realized by the Fund on straddle
positions.  Generally, a loss sustained on the disposition of a
position(s) making up a straddle is allowed only to the extent such loss
exceeds any unrecognized gain in the offsetting positions making up the
straddle.  Disallowed loss is generally allowed at the point where there
is no unrecognized gain in the offsetting positions making up the
straddle, or the offsetting position is disposed of.

   Under the Internal Revenue Code, gains or losses attributable to
fluctuations in exchange rates which occur between the time the Fund
accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund
actually collects such receivables or pays such liabilities generally are
treated as ordinary income or ordinary loss.  Similarly, on disposition
of debt securities denominated in a foreign currency and on disposition
of foreign currency forward contracts, gains or losses attributable to
fluctuations in the value of a foreign currency between the date of
acquisition of the security or contract and the date of disposition also
are treated as an ordinary gain or loss.  Currency gains and losses are
offset against market gains and losses before determining a net "section
988" gain or loss under the Internal Revenue Code, which may increase or
decrease the amount of the Fund's investment company income available for
distribution to its shareholders.

   --  Risks of Hedging With Options and Futures.   An option position may
be closed out only on a market that provides secondary trading for options
of the same series, and there is no assurance that a liquid secondary
market will exist for any particular option.  In addition to the risks
associated with hedging that are discussed in the Prospectus and above,
there is a risk in using short hedging by (i) selling Stock Index Futures
or (ii) purchasing puts on stock indices or Stock Index Futures to attempt
to protect against declines in the value of the Fund's equity securities.
The risk is that the prices of Stock Index Futures will correlate
imperfectly with the behavior of the cash (i.e., market value) prices of
the Fund's equity securities.  The ordinary spreads between prices in the
cash and futures markets are subject to distortions, due to differences
in the natures of those markets.  First, all participants in the futures
markets are subject to margin deposit and maintenance requirements. 
Rather than meeting additional margin deposit requirements, investors may
close out futures contracts through offsetting transactions which could
distort the normal relationship between the cash and futures markets. 
Second, the liquidity of the futures markets depends on participants
entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery,
liquidity in the futures markets could be reduced, thus producing
distortion.  Third, from the point of view of speculators, the deposit
requirements in the futures markets are less onerous than margin
requirements in the securities markets.  Therefore, increased
participation by speculators in the futures markets may cause temporary
price distortions. 

   The risk of imperfect correlation increases as the composition of the
Fund's portfolio diverges from the securities included in the applicable
index.  To compensate for the imperfect correlation of movements in the
price of the equity securities being hedged and movements in the price of
the hedging instruments, the Fund may use hedging instruments in a greater
dollar amount than the dollar amount of equity securities being hedged if
the historical volatility of the prices of the equity securities being
hedged is more than the historical volatility of the applicable index. 
It is also possible that if the Fund has used hedging instruments in a
short hedge, the market may advance and the value of equity securities
held in the Fund's portfolio may decline. If that occurred, the Fund would
lose money on the hedging instruments and also experience a decline in
value in its portfolio securities.  However, while this could occur for
a very brief period or to a very small degree, over time the value of a
diversified portfolio of equity securities will tend to move in the same
direction as the indices upon which the hedging instruments are based.  

   If the Fund uses hedging instruments to establish a position in the
equities markets as a temporary substitute for the purchase of individual
equity securities (long hedging) by buying Stock Index Futures and/or
calls on such Futures, on securities or on stock indices, it is possible
that the market may decline.  If the Fund then concludes not to invest in
equity securities at that time because of concerns as to a possible
further market decline or for other reasons, the Fund will realize a loss
on the hedging instruments that is not offset by a reduction in the price
of the equity securities purchased. 

   --  Investing in Small, Unseasoned Companies.  The securities of small,
unseasoned companies may have a limited trading market, which may
adversely affect the Fund's ability to dispose of them and can reduce the
price the Fund might be able to obtain for them.  If other investors trade
the same securities when the Fund attempts to dispose of its holdings, the
Fund may receive lower prices than might otherwise be obtained, because
of the thinner market for such securities.  The limitation against
investing more than 5% of the Fund's net assets in securities of companies
(including predecessors) with a record of less than three years'
continuous operation does not apply to public utilities or pipeline
companies. 

   --  Foreign Securities. "Foreign securities" include equity and debt
securities of companies organized under the laws of countries other than
the United States and debt securities of foreign governments that are
traded on foreign securities exchanges or in the foreign over-the-counter
markets.  Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or
traded in the U.S. over-the-counter markets are not considered "foreign
securities" for the purpose of the Fund's investment allocations, because
they are not subject to many of the special considerations and risks,
discussed below, that apply to foreign securities traded and held abroad. 

   The Fund may invest in U.S. dollar-denominated foreign debt obligations
known as "Brady Bonds," which are issued for the exchange of existing
commercial bank loans to foreign entities for new obligations that are
generally collateralized by zero coupon U.S. Treasury securities having
the same maturity.  Because the Fund may purchase securities denominated
in foreign currencies, a change in the value of such foreign currency
against the U.S. dollar will result in a change in the amount of income
the Fund has available for distribution.  Because a portion of the Fund's
investment income may be received in foreign currencies, the Fund will be
required to compute its income in U.S. dollars for distribution to
shareholders, and therefore the Fund will absorb the cost of currency
fluctuations.  After the Fund has distributed income, subsequent foreign
currency losses may result in the Fund's having distributed more income
in a particular fiscal period than was available from investment income,
which could result in a return of capital to shareholders.
   
   Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers, including the
opportunity to invest in foreign issuers that appear to offer growth
potential, or in foreign countries with economic policies or business
cycles different from those of the U.S., or to reduce fluctuations in
portfolio value by taking advantage of foreign stock markets that do not
move in a manner parallel to U.S. markets. If the Fund's portfolio
securities are held abroad, the countries in which they may be held and
the sub-custodians holding them must be approved by the Fund's Board of
Trustees under applicable rules of the Securities and Exchange Commission.

   --  Risks of Foreign Investing. Investments in foreign securities
present special additional risks and considerations not typically
associated with investments in domestic securities: reduction of income
by foreign taxes; fluctuation in value of foreign portfolio investments
due to changes in currency rates and control regulations (e.g., currency
blockage); transaction charges for currency exchange; lack of public
information about foreign issuers; lack of uniform accounting, auditing
and financial reporting standards comparable to those applicable to
domestic issuers; less volume on foreign exchanges than on U.S. exchanges;
greater volatility and less liquidity on foreign markets than in the U.S.;
less regulation of foreign issuers, stock exchanges and brokers than in
the U.S.; greater difficulties in commencing lawsuits; higher brokerage
commission rates than in the U.S.; increased risks of delays in settlement
of portfolio transactions or loss of certificates for portfolio
securities; possibilities in some countries of expropriation, confiscatory
taxation, political, financial or social instability or adverse diplomatic
developments; and unfavorable differences between the U.S. economy and
foreign economies.  In the past, U.S.  Government policies have
discouraged certain investments abroad by U.S.  investors, through
taxation or other restrictions, and it is possible that such restrictions
could be re-imposed. 

   --  Restricted and Illiquid Securities.  To enable the Fund to sell
restricted securities not registered under the Securities Act of 1933, the
Fund may have to cause those securities to be registered.  The expenses
of registration of restricted securities may be negotiated by the Fund
with the issuer at the time such securities are purchased by the Fund, 
if such registration is required before such securities may be sold
publicly. When registration must be arranged because the Fund wishes to
sell the security, a considerable period may elapse between the time the
decision is made to sell the securities and the time the Fund would be
permitted to sell them. The Fund would bear the risks of any downward
price fluctuation during that period. The Fund may also acquire, through
private placements, securities having contractual restrictions on their
resale, which might limit the Fund's ability to dispose of such securities
and might lower the amount realizable upon the sale of such securities. 

   The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those percentage
restrictions do not limit purchases of restricted securities that are
eligible for sale to qualified institutional purchasers pursuant to Rule
144A under the Securities Act of 1933, provided that those securities have
been determined to be liquid by the Board of Trustees of the Fund or by
the Manager under Board-approved guidelines. Those guidelines take into
account the trading activity for such securities and the availability of
reliable pricing information, among other factors.  If there is a lack of
trading interest in a particular Rule 144A security, the Fund's holding
of that security may be deemed to be illiquid.

   --  Loans of Portfolio Securities.  The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus.  Under
applicable regulatory requirements (which are subject to change), the loan
collateral on each business day must at least equal the value of the
loaned securities and must consist of cash, bank letters of credit or
securities of the U.S.  Government (or its agencies or instrumentalities). 
To be acceptable as collateral, letters of credit must obligate a bank to
pay amounts demanded by the Fund if the demand meets the terms of the
letter.  Such terms and the issuing bank must be satisfactory to the Fund. 
When it lends securities, the Fund receives amounts equal to the dividends
or interest on loaned securities and also receives one or more of (a)
negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on short-term debt securities purchased with such loan
collateral.  Either type of interest may be shared with the borrower.  The
Fund may also pay reasonable finder's, custodian and administrative fees. 
The terms of the Fund's loans must meet applicable tests under the
Internal Revenue Code and must permit the Fund to reacquire loaned
securities on five days' notice or in time to vote on any important
matter. 

   --  "When-Issued" and Delayed Delivery Transactions.  The Fund may
purchase securities on a "when-issued" basis, and may purchase or sell
such securities on a "delayed delivery" basis.  Although the Fund will
enter into such transactions for the purpose of acquiring securities for
its portfolio or for delivery pursuant to options contracts it has entered
into, the Fund may dispose of a commitment prior to settlement.  "When-
issued" or "delayed delivery" refers to securities whose terms and
indenture are available and for which a market exists, but which are not
available for immediate delivery.  When such transactions are negotiated,
the price (which is generally expressed in yield terms) is fixed at the
time the commitment is made, but delivery and payment for the securities
take place at a later date.  The Fund does not intend to make such
purchases for speculative purposes.  The commitment to purchase a security
for which payment will be made on a future date may be deemed a separate
security and involve a risk of loss if the value of the security declines
prior to the settlement date.  During the period between commitment by the
Fund and settlement (generally within two months but not to exceed 120
days), no payment is made for the securities purchased by the purchaser,
and no interest accrues to the purchaser from the transaction.  Such
securities are subject to market fluctuation; the value at delivery may
be less than the purchase price.  The Fund will maintain a segregated
account with its Custodian, consisting of cash, U.S. Government securities
or other high grade debt obligations at least equal to the value of
purchase commitments until payment is made. 

   The Fund will engage in when-issued transactions in order to secure
what is considered to be an advantageous price and yield at the time of
entering into the obligation.  When the Fund engages in when-issued or
delayed delivery transactions, it relies on the buyer or seller, as the
case may be, to consummate the transaction.  Failure of the buyer or
seller to do so may result in the Fund losing the opportunity to obtain
a price and yield considered to be advantageous.  At the time the Fund
makes a commitment to purchase or sell a security on a when-issued or
forward commitment basis, it records the transaction and reflects the
value of the  security purchased, or if a sale, the proceeds to be
received, in determining its net asset value.  If the Fund chooses to (i)
dispose of the right to acquire a when-issued security prior to its
acquisition or (ii) dispose of its right to deliver or receive against a
forward commitment, it may incur a gain or loss.  

   To the extent the Fund engages in when-issued and delayed delivery
transactions, it will do so for the purpose of acquiring or selling
securities consistent with its investment objective and policies and not
for the purposes of investment leverage.  The Fund enters into such
transactions only with the intention of actually receiving or delivering
the securities, although (as noted above), when-issued securities and
forward commitments may be sold prior to settlement date.  In addition,
changes in interest rates before settlement in a direction other than that
expected by the Manager will affect the value of such securities and may
cause a loss to the Fund. 

   When-issued transactions and forward commitments allow the Fund a
technique to use against anticipated changes in interest rates and prices. 
For instance, in periods of rising interest rates and falling prices, the
Fund might sell securities in its portfolio on a forward commitment basis
to attempt to limit its exposure to anticipated falling prices.  In
periods of falling interest rates and rising prices, the Fund might sell
portfolio securities and purchase the same or similar securities on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields.

   --  Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements for liquidity purposes to meet anticipated
redemptions, or pending the investment of the proceeds from sales of Fund
shares, or pending the settlement of purchases of portfolio securities. 

   In a repurchase transaction, the Fund acquires a security from, and
simultaneously resells it to, an approved vendor.  An "approved vendor"
is a U.S. commercial bank or the U.S. branch of a foreign bank or a
broker-dealer which has been designated a primary dealer in government
securities, which must meet credit requirements set by the Fund's Board
of Trustees from time to time.  The resale price exceeds the purchase
price by an amount that reflects an agreed-upon interest rate effective
for the period during which the repurchase agreement is in effect.  The
majority of these transactions run from day to day, and delivery pursuant
to the resale typically will occur within one to five days of the
purchase.  Repurchase agreements are considered "loans" under the
Investment Company Act, collateralized by the underlying security.  The
Fund's repurchase agreements require that at all times while the
repurchase agreement is in effect, the value of the collateral must equal
or exceed the repurchase price to fully collateralize the repayment
obligation.  Additionally, the Manager will impose creditworthiness
requirements to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.

   --  Temporary Defensive Investments.  When the equity markets in
general are declining, the Fund may commit an increasing portion of its
assets to defensive securities.  These may include the types of securities
described in the Prospectus. When investing for defensive purposes, the
Fund will normally emphasize investment in short-term debt securities
(that is, securities maturing in one year or less from the date of
purchase), since those types of securities are generally more liquid and
usually may be disposed of quickly without significant gains or losses so
that the Manager may have liquid assets when it wishes to make investments
in securities for appreciation possibilities.

Other Investment Restrictions  

       The Fund's most significant investment restrictions are described
in the Prospectus. The following are also fundamental policies, and
together with the Fund's fundamental investment policies described in the
Prospectus, cannot be changed without the approval of a "majority" of the
Fund's outstanding voting securities.  Such a "majority" vote is defined
in the Investment Company Act as the vote of the holders of the lesser of
(1) 67% or more of the shares present or represented by proxy at a
shareholder meeting, if the holders of more than 50% of the outstanding
shares are present, or represented by proxy; or (2) more than 50% of the
outstanding shares.      

   Under these additional restrictions, the Fund cannot: 

   (1) act as an underwriter of securities of other issuers; 
   (2) buy or sell real estate or interests in real estate investment
trusts; 
   (3)    buy or sell any securities, other than shares of the Fund, from
          or to any officer or Trustee of the Fund or officer or director
          of the Manager or firms of which any of them are members
          (however, such persons may act as brokers for the Fund); 
   (4)    buy or retain securities of any issuer if those officers and
          Trustees of the Fund or officers and directors of the Manager
          who beneficially own more than .5% of the securities of the
          issuer together own more than 5% of the securities of such
          issuer; 
   (5)    invest in securities of any company for the purpose of
          management or the exercise of control; 
   (6)    buy securities of other investment companies, except in
          connection with a merger or consolidation; 
   (7)    cease to maintain its business as an investment company as
          defined in the Investment Company Act; or 
   (8)    accept the purchase price for any of its shares without
          immediately thereafter issuing an appropriate number of shares.
 
      For purposes of the Fund's policy not to concentrate its assets
described under investment restriction number (4) in "Other Investment
Restrictions" in the Prospectus, the Fund has adopted the industry
classifications set forth in Appendix B to this Statement of Additional
Information.  This is not a fundamental policy.    

How the Fund Is Managed

Organization and History.  As a Massachusetts business trust, the Fund is
not required to hold, and does not plan to hold, regular annual meetings
of shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder
meeting is called by the Trustees or upon proper request of the
shareholders.  Shareholders have the right, upon the declaration in
writing or vote of two-thirds of the outstanding shares of the Fund, to
remove a Trustee.  The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the record
holders of 10% of its outstanding shares.  In addition, if the Trustees
receive a request from at least 10 shareholders (who have been
shareholders for at least six months) holding shares of the Fund valued
at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with
other shareholders to request a meeting to remove a Trustee, the Trustees
will then either make the Fund's shareholder list available to the
applicants or mail their communication to all other shareholders at the
applicants' expense, or the Trustees may take such other action as set
forth under Section 16(c) of the Investment Company Act. 

   The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations, and provides
for indemnification and reimbursement of expenses out of its property for
any shareholder held personally liable for its obligations.  The
Declaration of Trust also provides that the Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act
or obligation of the Fund and satisfy any judgment thereon.  Thus, while
Massachusetts law permits a shareholder of a business trust (such as the
Fund) to be held personally liable as a "partner" under certain
circumstances, the risk of a Fund shareholder incurring financial loss on 
account of shareholder liability is limited to the relatively remote
circumstances in which the Fund would be unable to meet its obligations
described above.  Any person doing business with the Trust, and any
shareholder of the Trust, agrees under the Trust's Declaration of Trust
to look solely to the assets of the Trust for satisfaction of any claim
or demand which may arise out of any dealings with the Trust, and the
Trustees shall have no personal liability to any such person, to the
extent permitted by law. 

   Trustees And Officers of the Fund. The Fund's Trustees and officers and
their principal occupations and business affiliations during the past five
years are listed below.  All of the Trustees are also trustees, directors
or managing general partners of Oppenheimer Total Return Fund, Inc.,
Oppenheimer High Yield Fund, Oppenheimer Integrity Funds, Oppenheimer Cash
Reserves, Oppenheimer Tax-Exempt Bond Fund, Oppenheimer Limited-Term
Government Fund, The New York Tax-Exempt Income Fund, Inc., Oppenheimer
Champion High Yield Fund, Oppenheimer Main Street Funds, Inc., Oppenheimer
Strategic Funds Trust, Oppenheimer Strategic Income & Growth Fund, 
Oppenheimer Strategic Investment Grade Bond Fund, Oppenheimer Strategic
Short-Term Income Fund, Oppenheimer International Bond Fund and
Oppenheimer Variable Account Funds; as well as the following "Centennial
Funds":  Daily Cash Accumulation Fund, Inc., Centennial America Fund,
L.P., Centennial Money Market Trust, Centennial Government Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust and
Centennial California Tax Exempt Trust, (all of the foregoing funds are
collectively referred to as the "Denver-based OppenheimerFunds").  Mr.
Fossel is President and Mr. Swain is Chairman of the Denver-based
OppenheimerFunds.  As of October 1, 1995, the Trustees and officers of the
Fund as a group owned of record or beneficially less than 1% of each class
of shares of the Fund.  The foregoing statement does not reflect ownership
of shares held of record by an employee benefit plan for employees of the
Manager (for which plan two of the officers listed below, Messrs. Fossel
and Donohue, are trustees), other than the shares beneficially owned under
that plan by the officers of the Fund listed above.     



   Robert G. Avis, Trustee*; Age: 64
One North Jefferson Avenue, St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively).

William A. Baker, Trustee; Age: 80
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.

Charles Conrad, Jr., Trustee; Age: 65
19411 Merion Circle, Huntington Beach, California 92648
Vice President of McDonnell Douglas Space Systems Co.; formerly associated
with the National Aeronautics and Space Administration.

Jon S. Fossel, President and Trustee*; Age: 53
Two World Trade Center, New York, New York 10048-0203
Chairman, Chief Executive Officer and a director of the Manager; President
and a director of Oppenheimer Acquisition Corp. ("OAC"), the Manager's
parent holding company; President and a director of HarbourView Asset
Management Corporation ("HarbourView"), a subsidiary of the Manager; a
director of Shareholder Services, Inc. ("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer agent subsidiaries of the Manager;
formerly President of the Manager. 

Raymond J. Kalinowski, Trustee; Age: 66
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc.; formerly Vice Chairman
and a director of A.G. Edwards, Inc., parent holding company of A.G.
Edwards & Sons, Inc. (a broker-dealer), of which he was a Senior Vice
President.

C. Howard Kast, Trustee; Age: 73
2552 East Alameda, Denver, Colorado 80209
Formerly the Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).

Robert M. Kirchner, Trustee; Age: 73
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

Ned M. Steel, Trustee; Age: 80 
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; Director of Visiting Nurse
Corporation of Colorado, formerly Senior Vice President and a director of
Van Gilder Insurance Corp. (insurance brokers).     
[FN]
__________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.


   James C. Swain, Chairman and Trustee*; Age 61:
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman and a Director of the Manager; President and Director of
Centennial Asset Management Corporation, an investment adviser subsidiary
of the Manager ("Centennial"); formerly Chairman of the Board of SSI.

Andrew J. Donohue, Vice President; Age: 45
Two World Trade Center, New York, New York 10048-0203
Executive Vice President and General Counsel of the Manager and
Oppenheimer Funds Distributor, Inc. (the "Distributor"); an officer of
other OppenheimerFunds; formerly Senior Vice President and Associate
General Counsel of the Manager and the Distributor; formerly a Partner in
Kraft & McManimon (a law firm), prior to which he was an officer of First
Investors Corporation (a broker-dealer) and First Investors Management
Company, Inc. (broker-dealer and investment adviser) and a director and
an officer of the First Investors Family of Funds and First Investors Life
Insurance Company. 

George C. Bowen, Vice President, Secretary and Treasurer; Age: 59
3410 South Galena Street Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer, Assistant Secretary and a director of Centennial; Vice
President, Treasurer and Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.

John P. Doney, Vice President and Portfolio Manager; Age: 65
Two World Trade Center, New York, N.Y. 10048-0203
Vice President of the Manager; formerly Senior Vice President and Chief
Investment Officer-Equities of National Securities & Research Corporation
(mutual fund investment adviser) and Vice President of the National
affiliated investment companies.

Robert G. Zack, Assistant Secretary; Age: 47
Two World Trade Center, New York, New York 10048-0203
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other OppenheimerFunds.

Robert J. Bishop, Assistant Treasurer; Age: 37
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; previously a Fund Controller for the Manager,
prior to which he was an 
Accountant for Yale & Seffinger, P.C., an accounting firm and previously
an Accountant and Commissions Supervisor for Stuart James Company Inc.,
a broker-dealer.

Scott Farrar, Assistant Treasurer; Age: 30
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting, an officer
of other OppenheimerFunds; previously a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman & Co. (a bank) and previously a Senior Fund Accountant
for State Street Bank & Trust Company.    

[FN]
__________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.

        --      Remuneration of Trustees.  The officers of the Fund are
affiliated with the Manager; they and the Trustees of the Fund who are
affiliated with the Manager (Messrs. Swain and Fossel, who are both
officers and Trustees) receive no salary or fee from the Fund.  The
Trustees of the Fund (excluding Messrs. Swain and Fossel) received the
total amounts shown below (i) from the Fund, during its fiscal year ended
June 30, 1995 and (ii) from all 21 of the Denver-based OppenheimerFunds
(including the Fund) listed in the first paragraph of this section, for
services in the positions shown:     

                                              Total Compensation
                          Aggregate           from all 
                          Compensation        Denver-based 
Name and Position         from the Fund       OppenheimerFunds1

Robert G. Avis            $
  Trustee
William A. Baker          $
  Audit and Review
  Committee Chairman      
  and Trustee
Charles Conrad, Jr.       $
  Audit and Review                            
  Committee Member 
  and Trustee
Raymond J. Kalinowski     $
  Trustee
C. Howard Kast            $
  Trustee
Robert M. Kirchner        $
  Audit and Review
  Committee Member 
  and Trustee
Ned M. Steel              $
  Trustee
______________________
1       For the 1995 calendar year.    


        --      Major Shareholders.  As of October 1, 1995, no person owned
of record or was known by the Fund to own beneficially 5% or more of the
shares of the Fund as a whole or 5% or more of the Fund's Class A or Class
B shares.  No Class C shares were outstanding as of that date.    

The Manager and Its Affiliates.  The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company.  OAC is also owned in part
by certain of the Manager's directors and officers, some of whom also
serve as officers of the Fund, and two of whom (Mr. Fossel and Mr. Swain)
serve as Trustees of the Fund. 

        The Manager and the Fund have a Code of Ethics.  It is designed
to detect and prevent improper personal trading by certain employees,
including portfolio managers, that would compete with or take advantage
of the Fund's portfolio transactions.  Compliance with the Code of Ethics
is carefully monitored and strictly enforced by the Manager.    

        --      The Investment Advisory Agreement.  A management fee is
payable monthly to the Manager under the terms of the investment advisory
agreement between the Manager and the Fund and is computed on the
aggregate net assets of the Fund as of the close of business each day. 
The investment advisory agreement requires the Manager, at its expense,
to provide the Fund with adequate office space, facilities and equipment,
and to provide and supervise the activities of all administrative and
clerical personnel required to provide effective corporate administration
for the Fund, including the compilation and maintenance of records with
respect to its operations, the preparation and filing of specified
reports, and composition of proxy materials and registration statements
for continuous public sale of shares of the Fund.      

        Expenses not expressly assumed by the Manager under the advisory
agreement or by the Distributor under the General Distributor's Agreement
are paid by the Fund.  The advisory agreement lists examples of expenses
paid by the Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to certain Trustees, legal and audit expenses,
custodian and transfer agent expenses, share issuance costs, certain
printing and registration costs and non-recurring expenses, including
litigation costs.  For the Fund's fiscal years ended June 30, 1993, 1994,
and 1995 the management fees paid by the Fund to the Manager were 
$9,038,385, $10,114,770, and $_______________, respectively.     

        The advisory agreement contains a provision limiting the Fund's
expenses.  That provision provides that the Manager will reimburse the
Fund for its annual expenses, other than taxes, interest, brokerage
commissions and extraordinary non-recurring expenses, that exceed in any
fiscal year 1.5% of the first $30 million of the Fund's average annual net
assets plus 1% of the Fund's average annual net assets in excess of $30
million.  The payment of the management fee at the end of any month will
be reduced as necessary so that there will not be any accrued but unpaid
liability under this expense limitation.  The Manager reserves the right
to amend or terminate this expense undertaking at any time.    

        The advisory agreement provides that as long as it shall have
acted with due care and in good faith, the Manager is not liable for any
loss sustained by reason of any investment, the adoption of any investment
policy, or the purchase, sale or retention of any security.  However, the
Agreement does not exculpate the Manager from willful misfeasance, bad
faith, or gross negligence in the performance of its duties or from
reckless disregard of its obligations and duties under the Agreement.  The
Agreement permits the Manager to act as investment adviser for any other
person, firm or corporation and to use the name "Oppenheimer" in
connection with other investment companies for which it may act as
investment adviser or general distributor.  If the Manager shall no longer
act as investment adviser to the Fund, the right of the Fund to use the
name "Oppenheimer" as part of its name may be withdrawn.    

        --      The Distributor.  Under its General Distributor's Agreement
with the Fund, the Distributor acts as the Fund's principal underwriter
in the continuous public offering of the Fund's Class A, Class B and Class
C shares but is not obligated to sell a specific number of shares. 
Expenses normally attributable to sales, (excluding payments under the
Distribution and Service Plans but including advertising and the cost of
printing and mailing prospectuses, other than those furnished to existing
shareholders), are borne by the Distributor.  During the Fund's fiscal
years ended June 30, 1993, 1994 and 1995, the aggregate sales charges on
sales of the Fund's Class A shares were $8,573,285, $7,807,280 and
$____________, respectively, of which the Distributor and an affiliated
broker-dealer retained in the aggregate, $2,683,153, $2,506,452 and
$______________ in those respective years.  During the Fund's fiscal year
ended June 30, 1995, the contingent deferred sales charges collected on
the Fund's Class B shares totalled $______, all of which the Distributor
retained.  During that same period Class C shares were not publicly
offered, and no contingent deferred sales charges were collected.  For
additional information about distribution of the Fund's shares and the
payments made by the Fund to the Distributor in connection with such
activities, please refer to "Distribution and Service Plans," below.    

        --      The Transfer Agent. Oppenheimer Shareholder Services, the
Fund's Transfer Agent, is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for
shareholder servicing and administrative functions.

Brokerage Policies of the Fund

   Brokerage Provisions of the Investment Advisory Agreement.  One of the
duties of the Manager under the advisory agreement is to arrange the
portfolio transactions for the Fund.  The advisory agreement contains
provisions relating to the employment of broker-dealers ("brokers") to
effect the Fund's portfolio transactions.  In doing so, the Manager is
authorized by the advisory agreement to employ broker-dealers, including
"affiliated" brokers, as that term is defined in the Investment Company
Act,  as may, in its best judgment based on all relevant factors,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
price obtainable) of such transactions.  The Manager need not seek
competitive commission bidding but is expected to be aware of the current
rates of eligible brokers and to minimize the commissions paid to the
extent consistent with the interest and policies of the Fund as
established by its Board of Trustees.  Purchases of securities from
underwriters include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers include a spread between the bid
and asked price.    

        Under the advisory agreement, the Manager is authorized to select
brokers that provide brokerage and/or research services for the Fund
and/or the other accounts over which the Manager or its affiliates have
investment discretion.  The commissions paid to such brokers may be higher
than another qualified broker would have charged if a good faith
determination is made by the Manager that the commission is fair and
reasonable in relation to the services provided.  Subject to the foregoing
considerations, the Manager may also consider sales of shares of the Fund
and other investment companies managed by the Manager or its affiliates
as a factor in the selection of brokers for the Fund's portfolio
transactions. 

   Description of Brokerage Practices Followed by the Manager.  Subject
to the provisions of the advisory agreement, and the procedures and rules
described above, allocations of brokerage are generally made by the
Manager's portfolio traders based upon recommendations from the Manager's
portfolio managers.  In certain instances, portfolio managers may directly
place trades and allocate brokerage, also subject to the provisions of the
investment advisory agreement and the procedures and rules described
above.  Regardless, brokerage is allocated under the supervision of the
Manager's executive officers.  Transactions in securities other than those
for which an exchange is the primary market are generally done with
principals or market makers.  Brokerage commissions are paid primarily for
effecting transactions in listed securities or for certain fixed-income
agency transactions in the secondary market, and are otherwise paid only
if it appears likely that a better price or execution can be obtained. 
When the Fund engages in an option transaction, ordinarily the same broker
will be used for the purchase or sale of the option and any transaction
in the securities to which the option relates.  When possible, concurrent
orders to purchase or sell the same security by more than one of the
accounts managed by the Manager or its affiliates are combined.  The
transactions effected pursuant to such combined orders are averaged as to
price and allocated in accordance with the purchase or sale orders
actually placed for each account.  Option commissions may be relatively
higher than those which would apply to direct purchases and sales of
portfolio securities.    

        Most purchases of money market instruments and debt obligations
are principal transactions at net prices.  Instead of using a broker for
those transactions, the Fund normally deals directly with the selling or
purchasing principal or market maker unless it determines that a better
price or execution can be obtained by using a broker.  Purchases of these
securities from underwriters include a commission or concession paid by
the issuer to the underwriter.  Purchases from dealers include a spread
between the bid and asked prices.   The Fund seeks to obtain prompt
execution of these orders at the most favorable net price.    

        The research services provided by a particular broker may be
useful only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such
other accounts.  Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services.  If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid for in
commission dollars.  The Board of Trustees has permitted the Manager to
use concessions on fixed price offerings to obtain research, in the same
manner as is permitted for agency transactions.  The Board has also
permitted the Manager to use stated commissions on secondary fixed-income
agency trades to obtain research where the broker has represented to the
Manager that: (i) the trade is not from or for the broker's  own
inventory, (ii) the trade was executed by the broker on an agency basis
at the stated commission, and (iii) the trade is not a riskless principal
transaction.    

        The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase.  The Board of
Trustees, including the "independent" Trustees of the Fund (those Trustees
of the Fund who are not "interested persons" as defined in the Investment
Company Act, and who have no direct or indirect financial interest in the
operation of the advisory agreement or the Distribution Plans described
below) annually reviews information furnished by the Manager as to the
commissions paid to brokers furnishing such services so that the Board may
ascertain whether the amount of such commissions was reasonably related
to the value or benefit of such services. 

        During the Fund's fiscal years ended June 30, 1993, 1994 and 1995,
total brokerage commissions paid by the Fund (not including spreads or
concessions on principal transactions on a net trade basis) were
$1,000,874, $4,522,951 and $______________, respectively.  During the
fiscal year ended June 30, 1995, $_______ was paid to brokers as
commissions in return for research services; the aggregate dollar amount
of those transactions was $____________.  The transactions giving rise to
those commissions were allocated in accordance with the Manager's internal
allocation procedures.    

Performance of the Fund

   Total Return Information.  As described in the Prospectus, from time
to time the "average annual total return," "cumulative total return,"
"average annual total return at net asset value" and "total return at net
asset value" of an investment in a class of shares of the Fund may be
advertised.  An explanation of how these total returns are calculated for
each class and the components of those calculations is set forth below. 
No total return calculations are presented below for Class C shares
because no shares of that class were publicly issued during the fiscal
year ended June 30, 1995.    

        The Fund's advertisements of its performance data must, under
applicable rules of the Securities and Exchange Commission, include the
average annual total returns for each class of shares of the Fund for the
1, 5, and 10-year periods (or the life of the class, if less) ending as
of the most recently-ended calendar quarter prior to the publication of
the advertisement. This enables an investor to compare the Fund's
performance to the performance of other funds for the same periods.
However, a number of factors should be considered before using such
information as a basis for comparison with other investments. An
investment in the Fund is not insured; its returns and share prices are
not guaranteed and normally will fluctuate on a daily basis. When
redeemed, an investor's shares may be worth more or less than their
original cost. Returns for any given past period are not a prediction or
representation by the Fund of future returns. The returns of Class A,
Class B and Class C shares of the Fund are affected by portfolio quality,
the type of investments the Fund holds and its operating expenses
allocated to the particular class.

        --      Average Annual Total Returns. The "average annual total
return" of each class is an average annual compounded rate of return for
each year in a specified number of years.  It is the rate of return based
on the change in value of a hypothetical initial investment of $1,000 ("P"
in the formula below) held for a number of years ("n") to achieve an
Ending Redeemable Value ("ERV") of that investment, according to the
following formula: 

( ERV ) 1/n
(-----)     -1 = Average Annual Total Return
(  P  )
        --      Cumulative Total Returns. The cumulative "total return"
calculation measures the change in value of a hypothetical investment of
$1,000 over an entire period of years. Its calculation uses 
some of the same factors as average annual total return, but it does not
average the rate of return on an annual basis. Cumulative total return is
determined as follows:

ERV - P
- ------- = Total Return
   P

        In calculating total returns for Class A shares, the current
maximum sales charge of 5.75% (as a percentage of the offering price) is
deducted from the initial investment ("P") (unless the return is shown at
net asset value, as described below). For Class B shares, the payment of
the applicable contingent deferred sales charge (5.0% for the first year,
4.0% for the second year, 3.0% for the third and fourth years, 2.0% in the
fifth year, 1.0% in the sixth year and none thereafter) is applied to the
investment result for the period shown (unless the total return is shown
at net asset value, as described below). For Class C shares, the payment
of the 1% contingent deferred sales charge is applied to the investment
result for the one year period (or less).  Total returns also assume that
all dividends and capital gains distributions during the period are
reinvested to buy additional shares at net asset value per share, and that
the investment is redeemed at the end of the period.  The "average annual
total returns" on an investment in Class A shares of the Fund for the one,
five and ten year periods ended June 30, 1995 were _____%,  ______% and
_____%, respectively.  During a portion of the periods for which total
returns are shown for Class A shares, the Fund's maximum initial sales
charge rate was higher.  As a result, performance of an actual investment
during those periods would be less than the results shown.  The cumulative
"total return" on Class A shares for the ten year period ended June 30,
1995 was ______%.  The "average annual total returns" on an investment in
Class B shares of the Fund for the one year period ended June 30, 1995 and
for the period from August 17, 1993 (commencement of the offering of Class
B shares) through June 30, 1995 was __% and ___%, respectively.  The
cumulative total return on Class B shares for the period from August 17,
1993 through June 30, 1995 was _____%.    

        --      Total Returns at Net Asset Value. From time to time the
Fund may also quote an average annual total return at net asset value or
a cumulative total return at net asset value for Class A, Class B or Class
C shares.  Each is based on the difference in net asset value per share
at the beginning and the end of the period for a hypothetical investment
in that class of shares (without considering front-end or contingent
deferred sales charges) and takes into consideration the reinvestment of
dividends and capital gains distributions.  The cumulative total return
at net asset value of the Fund's Class A shares for the ten-year period
ended June 30, 1995 was ______%.  The average annual total returns at net
asset value for the one, five and ten-year periods ended June 30, 1995,
for Class A shares were ____, _____% and _____%, respectively.  The
cumulative total return at net asset value on the Fund's Class B shares
for the period from August 17, 1993 through June 30, 1995 was ______%. The
average annual total returns at net asset value for the one year period
ended June 30, 1995 and for the period from August 17, 1993 through June
30, 1995 was __% and __%, respectively.    

        Total return information may be useful to investors in reviewing
the performance of the Fund and Class A, Class B or Class C shares. 
However, when comparing total return of an investment in shares of the
Fund with that of other alternatives, investors should understand that as
the Fund is an aggressive equity fund seeking capital appreciation, its
shares are subject to greater market risks and volatility than shares of
funds having other investment objectives and that the Fund is designed for
investors who are willing to accept greater risk of loss in the hopes of
realizing greater gains.    

Other Performance Comparisons. From time to time the Fund may publish the
ranking of its Class A, Class B or Class C shares by Lipper Analytical
Services, Inc. ("Lipper"), a widely-recognized independent mutual fund
monitoring service. Lipper monitors the performance of regulated
investment companies, including the Fund, and ranks their performance for
various periods based on categories relating to investment objectives. 
The performance of the Fund is ranked against (i) all other funds, (ii)
all other "equity income" funds and (iii) all other "equity income" funds
with assets of more than $1 billion.  The Lipper performance rankings are
based on total returns that include the reinvestment of capital gain
distributions and income dividends but do not take sales charges or taxes
into consideration. 

        From time to time the Fund may publish the ranking of the
performance of its Class A, Class B or Class C shares by Morningstar,
Inc., an independent mutual fund monitoring service that ranks mutual
funds, including the Fund, monthly in broad investment categories (equity,
taxable bond, municipal bond and hybrid) based on risk-adjusted investment
return.  Investment return measures a fund's three, five and ten-year
average annual total returns (when available) in excess of 90-day U.S.
Treasury bill returns after considering sales charges and expenses.  Risk
measures fund performance below 90-day U.S. Treasury bill monthly returns. 
Risk and investment return are combined to produce star rankings
reflecting performance relative to the average fund in a fund's category. 
Five stars is the "highest" ranking (top 10%), four stars is "above
average" (next 22.5%), three stars is "average" (next 35%), two stars is
"below average" (next 22.5%) and one star is "lowest" (bottom 10%). 
Morningstar ranks the Fund in relation to other equity funds.  Rankings
are subject to change.    

        The total return on an investment in the Fund's Class A, Class B
or Class C shares may be compared with performance for the same period of
either the Dow-Jones Industrial Average ("Dow") or the Standard & Poor's
500 Index ("S&P 500"), both of which are widely recognized indices of
stock market performance.  Both indices consist of unmanaged groups of
common stocks; the Dow consists of thirty such issues.  The performance
of both indices includes a factor for the reinvestment dividends but does
not reflect expenses or taxes.    

        Investors may also wish to compare the Fund's Class A, Class B or
Class C return to the returns on fixed income investments available from
banks and thrift institutions, such as certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed
or variable time deposits, and various other instruments such as Treasury
bills. However, the Fund's returns and share price are not guaranteed by
the FDIC or any other agency and will fluctuate daily, while bank
depository obligations may be insured by the FDIC and may provide fixed
rates of return, and Treasury bills are guaranteed as to principal and
interest by the U.S. government.

        From time to time, the Fund's Manager may publish rankings or
ratings of the Manager (or Transfer Agent) or the investor services
provided by them to shareholders of the OppenheimerFunds, other than
performance rankings of the OppenheimerFunds themselves.  Those ratings
or rankings of shareholder/investor services by third parties may compare
the OppenheimerFunds' services to those of other mutual fund families
selected by the rating or ranking services and may be based upon the
opinions of the rating or ranking service itself, based on its research
or judgment, or based upon surveys of investors, brokers, shareholders or
others. 

Distribution and Service Plans

        The Fund has adopted a Service Plan for Class A shares and
Distribution and Service Plans for Class B and Class C shares of the Fund
under Rule 12b-1 of the Investment Company Act pursuant to which the Fund
makes payments to the Distributor in connection with the distribution
and/or servicing of the shares of that class, as described in the
Prospectus.  Each Plan has been approved by a vote of (i) the Board of
Trustees of the Fund, including a majority of the Independent Trustees,
cast in person at a meeting called for the purpose of voting on that Plan,
and (ii) the holders of a "majority" (as defined in the Investment Company
Act) of the shares of each class.  For the Distribution and Service Plans
for Class B and Class C shares, that vote was cast by the Manager as the
sole initial holder of Class B and Class C shares of the Fund.    

        In addition, under the Plans, the Manager and the Distributor, in
their sole discretion, from time to time, may use their own resources
(which, in the case of the Manager, may include profits from the advisory
fee it receives from the Fund), to make payments to brokers, dealers or
other financial institutions (each is referred to as a "Recipient" under
the Plans) for distribution and administrative services they perform, at
no cost to the Fund.  The Distributor and the Manager may, in their sole
discretion, increase or decrease the amount of payments they make from
their own resources to Recipients.    

        Unless terminated as described below, each Plan continues in
effect from year to year but only as long as its continuance is
specifically approved at least annually by the Fund's Board of Trustees
and its Independent Trustees by a vote cast in person at a meeting called
for the purpose of voting on such continuance.  Either Plan may be
terminated at any time by the vote of a majority of the Independent
Trustees or by the vote of the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding shares of that class.  Neither
Plan may be amended to increase materially the amount of payments to be
made unless such amendment is approved by shareholders of the class
affected by the amendment.  In addition, because Class B shares of the
Fund automatically convert into Class A shares after six years, the Fund
is required to obtain the approval of Class B as well as Class A
shareholders for a proposed amendment to the Class A Plan that would
materially increase the amount to be paid by Class A shareholders under
the Class A Plan.  Such approval must be by a "majority" of the Class A
and Class B shares (as defined in the Investment Company Act), voting
separately by class.  All material amendments must be approved by the
Independent Trustees.    

        While the Plans are in effect, the Treasurer of the Fund shall
provide separate written reports to the Fund's Board of Trustees at least
quarterly on the amount of all payments made pursuant to each Plan, the
purpose for which each payment was made and the services rendered in
connection with the distribution of shares.  Those reports, including the
allocations on which they are based, will be subject to the review and
approval of the Independent Trustees in the exercise of their fiduciary
duty.  Each Plan further provides that while it is in effect, the
selection and nomination of those Trustees of the Fund who are not
"interested persons" of the Fund is committed to the discretion of the
Independent Trustees.  This does not prevent the involvement of others in
such selection and nomination if the final decision on selection or
nomination is approved by a majority of the Independent Trustees.    

        Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers did not exceed a minimum amount,
if any, that may be determined from time to time by a majority of the
Fund's Independent Trustees.  Initially, the Board of Trustees has set the
fees at the maximum rate (except for assets representing Class A shares
acquired prior to April 1, 1991, for which the rate is 0.15% for the
current fiscal year) and set no minimum amount.

        For the fiscal year ended June 30, 1995, payments under the Plan
for Class A shares totaled $__________, all of which was paid by the
Distributor to Recipients including $________ that was paid to an
affiliate of the Distributor.  Any unreimbursed expenses incurred by the
Distributor with respect to Class A shares for any fiscal year may not be
recovered in subsequent fiscal years.  Payments received by the
Distributor under the Plan for Class A shares will not be used to pay any
interest expense, carrying charges, or other financial costs, or
allocation of overhead by the Distributor.    

        The Class B and Class C Plans allows the service fee payment to
be paid by the Distributor to Recipients in advance for the first year
such shares are outstanding, and thereafter on a quarterly basis, as
described in the Prospectus.  The advance payment is based on the net
asset value of shares sold.  An exchange of shares does not entitle the
Recipient to an advance service fee payment.  In the event shares are
redeemed during the first year such shares are outstanding, the Recipient
will be obligated to repay a pro rata portion of such advance payment to
the Distributor.  Payments made under the Class B Plan during the fiscal
year ended June 30, 1995 totalled $__________, of which $____________ was
retained by the Distributor and $______ was paid to a dealer affiliated
with the Distributor.  Since no Class C shares were outstanding during the
Fund's fiscal year ended June 30, 1995, no payments were made under the
Class C Plan.    

        Although the Class B and the Class C Plans permit the Distributor
to retain both the asset-based sales charges and the service fees on such
shares, or to pay Recipients the service fee on a quarterly basis without
payment in advance, the Distributor presently intends to pay the service
fee to Recipients in the manner described above.  A minimum holding period
may be established from time to time under the Class B and the Class C
Plan by the Board.  Initially, the Board has set no minimum holding
period.  All payments under the Class B and the Class C Plan are subject
to the limitations imposed by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. on payments of asset-based sales
charges and service fees.    

        The Distributor's actual distribution expenses for any given year
may exceed the aggregate of payments received pursuant to the Class B Plan
and from contingent deferred sales charges, and such expenses will be
carried forward and paid in future years.  The Fund will be charged only
for interest expenses, carrying charges or other financial costs that are
directly related to the carry-forward of actual distribution expenses. 
For example, if the Distributor incurred distribution expenses of $4
million in a given fiscal year, of which $2,000,000 was recovered in the
form of contingent deferred sales charges paid by investors and $1,600,000
was reimbursed in the form of payments made by the Fund to the Distributor
under the Class B Plan, the balance of $400,000 (plus interest) would be
subject to recovery in future fiscal years from such sources.    

        The Class B Plan allows for the carry-forward of distribution
expenses, to be recovered from asset-based sales charges in subsequent
fiscal periods, as described in the Prospectus.  The asset-based sales
charge paid to the Distributor by the Fund under the Class B Plan is
intended to allow the Distributor to recoup the cost of sales commissions
paid to authorized brokers and dealers at the time of sale, plus financing
costs, as described in the Prospectus.  Such payments may also be used to
pay for the following expenses in connection with the distribution of
Class B shares: (i) financing the advance of the service fee payment to
Recipients under the Class B Plan, (ii) compensation and expenses of
personnel employed by the Distributor to support distribution of Class B
shares, and (iii) costs of sales literature, advertising and prospectuses
(other than those furnished to current shareholders) and state "blue sky"
registration fees.

        The Class C Plan provides for the Distributor to be compensated
at a flat rate, whether the Distributor's distribution expenses are more
or less than the amounts paid by the Fund during that period.  Such
payments are made in recognition that the Distributor (i) pays sales
commissions to authorized brokers and dealers at the time of sale and pays
service fees as described in the Prospectus, (ii) may finance such
commissions and/or the advance of the service fee payment to Recipients
under those Plans, or may provide such financing from its own resources,
or from an affiliate, (iii) employs personnel to support distribution of
shares, and (iv) may bear the costs of sales literature, advertising and
prospectuses (other than those furnished to current shareholders), state
"blue sky" registration fees and certain other distribution expenses.    


ABOUT YOUR ACCOUNT

How To Buy Shares

   Alternative Sales Arrangements - Class A, Class B and Class C Shares. 
The availability of three classes of shares permits an investor to choose
the method of purchasing shares that is more beneficial to the investor
depending on the amount of the purchase, the length of time the investor
expects to hold shares and other relevant circumstances.  Investors should
understand that the purpose and function of the deferred sales charge and
asset-based sales charge with respect to Class B shares and Class C shares
are the same as those of the initial sales charge with respect to Class
A shares.  Any salesperson or other person entitled to receive
compensation for selling Fund shares may receive different compensation
with respect to one class of shares than the other.  The Distributor
normally will not accept any order for $500,000 or more of Class B shares
or $1 million or more of Class C shares on behalf of a single investor
(not including dealer "street name" or omnibus accounts) because generally
it will be more advantageous for that investor to purchase Class A shares
of the Fund instead.    

        The three classes of shares each represent an interest in the same
portfolio investments of the Fund.  However, each class has different
shareholder privileges and features.  The net income attributable to Class
B and Class C shares and the dividends payable on such shares will be
reduced by incremental expenses borne solely by those classes, including
the asset-based sales charge to which both classes of shares are
subject.    

        The conversion of Class B shares to Class A shares after six years
is subject to the continuing availability of a private letter ruling from
the Internal Revenue Service, or an opinion of counsel or tax adviser, to
the effect that the conversion of B shares does not constitute a taxable
event for the holder under Federal income tax law.  If such a revenue
ruling or opinion is no longer available, the automatic conversion feature
may be suspended, in which event no further conversions of Class B shares
would occur while such suspension remained in effect.  Although Class B
shares could then be exchanged for Class A shares on the basis of relative
net asset value of the two classes, without the imposition of a sales
charge or fee, such exchange could constitute a taxable event for the
holder, and absent such exchange, Class B shares might continue to be
subject to the asset-based sales charge for longer than six years.

        The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A, Class B and Class C shares recognizes
two types of expenses.  General expenses that do not pertain specifically
to any class are allocated pro rata to the shares of each class, based on
the percentage of the net assets of such class to the Fund's total assets,
and then equally to each outstanding share within a given class.  Such
general expenses include (i) management fees, (ii) legal, bookkeeping and
audit fees, (iii) printing and mailing costs of shareholder reports,
Prospectuses, Statements of Additional Information and other materials for
current shareholders, (iv) fees to Independent Trustees, (v) custodian
expenses, (vi) share issuance costs, (vii) organization and start-up
costs, (viii) interest, taxes and brokerage commissions, and (ix) non-
recurring expenses, such as litigation costs.  Other expenses that are
directly attributable to a class are allocated equally to each outstanding
share within that class.  Such expenses include (i) Distribution and/or
Service Plan fees, (ii) incremental transfer and shareholder servicing
agent fees and expenses, (iii) registration fees and (iv) shareholder
meeting expenses, to the extent that such expenses pertain to a specific
class rather than to the Fund as a whole.    

   Determination of Net Asset Values Per Share.  The net asset values per
share of Class A, Class B and Class C shares of the Fund are determined
as of the close of business of The New York Stock Exchange (the
"Exchange") on each day the Exchange is open by dividing the value of the
Fund's net assets attributable to that class by the number of shares of
that class that are outstanding.  The Exchange normally closes at 4:00
P.M. New York time, but may close earlier on some days (for example, in
case of weather emergencies or on days falling before a holiday).  The
Exchange's most recent annual announcement (which is subject to change)
states that it will close on New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.  It may also close on other days.  The Fund may invest a substantial
portion of its assets in foreign securities primarily listed on foreign
exchanges which may trade on Saturdays or customary U.S. business holidays
on which the Exchange is closed.  Because the Fund's net asset value will
not be calculated on those days, the Fund's net asset values per share of
Class A, Class B and Class C shares may be significantly affected at times
when shareholders cannot purchase or redeem shares.     

        The Fund's Board of Trustees has established procedures for the
valuation of the Fund's securities, generally as follows: (i) equity
securities traded on a securities exchange or on the NASDAQ National
Market System ("NASDAQ") for which last sale information is regularly
reported are valued at the last reported sale price on their primary
exchange or NASDAQ that day (or, in the absence of sales that day, at
values based on the last sales prices of the preceding trading day, or
closing bid and asked prices); (ii) securities actively traded on a
foreign securities exchange are valued at the last sales price available
to the pricing service approved by the Fund's Board of Trustees or to the
Manager as reported by the principal exchange on which the security is
traded; (iii) unlisted foreign securities or listed foreign securities not
actively traded are valued as in (i) above, if available, or at the mean
between "bid" and "asked" prices obtained from active market makers in the
security on the basis of reasonable inquiry; (iv) long-term debt
securities having a remaining maturity in excess of 60 days are valued at
the mean between the "bid" and "asked" prices determined by a portfolio
pricing service approved by the Fund's Board of Trustees or obtained from
active market makers in the security on the basis of reasonable inquiry;
(v) debt instruments having a maturity of more than one year when issued,
and non-money market type instruments having a maturity of one year or
less when issued, which have a remaining maturity of 60 days or less are
valued at the mean between "bid" and "asked" prices determined by a
pricing service approved by the Fund's Board of Trustees or obtained from
active market makers in the security on the basis of reasonable inquiry;
(vi) money market-type debt securities having a maturity of less than one
year when issued that having a remaining maturity of 60 days or less are
valued at cost, adjusted for amortization of premiums and accretion of
discounts; and (vii) securities (including restricted securities) not
having readily-available market quotations are valued at fair value under
the Board's procedures.    

        In the case of U.S. Government Securities, mortgage-backed
securities, foreign securities and corporate bonds, when last sale
information is not generally available, such pricing procedures may
include "matrix" comparisons to the prices for comparable instruments on
the basis of quality, yield, maturity and other special factors involved. 
The Fund's Board of Trustees has authorized the Management to employ a
pricing service to price U.S. Government Securities, mortgage-backed
securities, foreign government securities and corporate bonds.  The
Trustees will monitor the accuracy of such pricing services by comparing
prices used for portfolio evaluation to actual sales prices of selected
securities.    

        Trading in securities on European and Asian exchanges and over-
the-counter markets is normally completed before the close of the
Exchange.  Events affecting the values of foreign securities traded in
stock markets that occur between the time their prices are determined and
the close of the Exchange will not be reflected in the Fund's calculation
of net asset value unless the Board of Trustees or the Manager, under
procedures established by the Board of Trustees, determines that the
particular event would materially affect the Fund's net asset value, in
which case an adjustment would be made.  Foreign currency will be valued
as close to the time fixed for the valuation date as is reasonably
practicable.  The values of securities denominated in foreign currency
will be converted to U.S. dollars at the prevailing rates of exchange at
the time of valuation.     

        Puts, calls and Futures held by the Fund are valued at the last
sales price on the principal exchange on which they are traded, or on
NASDAQ, as applicable, or, if there are no sales that day, in accordance
with (i), above.  Forward currency contracts are valued at the closing
price on the London foreign exchange market.  When the Fund writes an
option, an amount equal to the premium received by the Fund is included
in the Fund's Statement of Assets and Liabilities as an asset, and an
equivalent deferred credit is included in the liability section.  The
deferred credit is "marked-to-market" to reflect the current market value
of the option.  In determining the Fund's gain on investments, if a call
written by the Fund is exercised, the proceeds are increased by the
premium received.  If a call or put written by the Fund expires, the Fund
has a gain in the amount of the premium; if the Fund enters into a closing
purchase transaction, it will have a gain or loss depending on whether the
premium received was more or less  than the cost of the closing
transaction.  If the Fund exercises a put it holds, the amount the Fund
receives on its sale of the underlying investment is reduced by the amount
of premium paid by the Fund. 

   AccountLink. When shares are purchased through AccountLink, each
purchase must be at least $25.00.  Shares will be purchased on the regular
business day the Distributor is instructed to initiate the Automated
Clearing House ("ACH") transfer to buy the shares.  Dividends will begin
to accrue on shares purchased by the proceeds of ACH transfers on the
business day the Fund receives Federal Funds for such purchase through the
ACH system before the close of the Exchange.  The Exchange normally closes
at 4:00 P.M., but may close earlier on certain days.  If Federal funds are
received on a business day after the close of the Exchange, the shares
will be purchased and dividends will begin to accrue on the next regular
business day.  The proceeds of ACH transfers are normally received by the
Fund three days after the transfers are initiated.  The Distributor and
the Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.    

Reduced Sales Charges.  As discussed in the Prospectus, a reduced sales
charge rate may be obtained for Class A shares under Right of Accumulation
and Letters of Intent because of the economies of sales efforts and
reduction in expenses realized by the Distributor, dealers and brokers
making such sales.  No sales charge is imposed in certain other
circumstances described in the Prospectus because the Distributor incurs
little or no selling expenses.  The term "immediate family" refers to
one's spouse, children, grandchildren, grandparents, parents, parents-in-
law, brothers and sisters, sons- and daughters-in-law, a sibling's spouse
and a spouse's siblings. 

        -- The OppenheimerFunds.  The OppenheimerFunds are those mutual
funds for which the Distributor acts as the distributor or the sub-
distributor and include the following: 
   
Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Fund
Oppenheimer Insured Tax-Exempt Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Target Fund 
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund      


   Oppenheimer High Yield Fund
Oppenheimer Champion High Yield Fund
Oppenheimer Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund 
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Diversified Income Fund
Oppenheimer International Bond Fund    


and the following "Money Market Funds": 

Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.



        There is an initial sales charge on the purchase of Class A shares
of each of the OppenheimerFunds except Money Market Funds (under certain
circumstances described herein, redemption proceeds of Money Market Fund
shares may be  subject to a contingent deferred sales charge).

        --   Letters of Intent.  A Letter of Intent (referred to as a
"Letter") is an investor's statement in writing to the Distributor of the
intention to purchase Class A shares or Class A and Class B shares of the
Fund (and other OppenheimerFunds) during a 13-month period (the "Letter
of Intent period"), which may, at the investor's request, include
purchases made up to 90 days prior to the date of the Letter.  The Letter
states the investor's intention to make the aggregate amount of purchases
of shares which, when added to the investor's holdings of shares of those
funds, will equal or exceed the amount specified in the Letter.  Purchases
made by reinvestment of dividends or distributions of capital gains and
purchases made at net asset value without sales charge do not count toward
satisfying the amount of the Letter.  A Letter enables an investor to
count the Class A and Class B shares purchased under the Letter to obtain
the reduced sales charge rate on purchases of Class A shares of the Fund
(and other OppenheimerFunds) that applies under the Right of Accumulation
to current purchases of Class A shares.  Each purchase of Class A shares
under the Letter will be made at the public offering price (including the
sales charge) applicable to a single lump-sum purchase of shares in the
amount intended to be purchased under the Letter.    

   In submitting a Letter, the investor makes no commitment to purchase
shares, but if the investor's purchases of shares within the Letter of
Intent period, when added to the value (at offering price) of the
investor's holdings of shares on the last day of that period, do not equal
or exceed the intended purchase amount, the investor agrees to pay the
additional amount of sales charge applicable to such purchases, as set
forth in "Terms of Escrow," below (as those terms may be amended from time
to time).  The investor agrees that shares equal in value to 5% of the
intended purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow.  Also, the investor agrees to be bound by
the terms of the Prospectus, this Statement of Additional Information and
the Application used for such Letter of Intent, and if such terms are
amended, as they may be from time to time by the Fund, that those
amendments will apply automatically to existing Letters of Intent.

      For purchases of shares of the Fund and other OppenheimerFunds by
OppenheimerFunds prototype 401(k) plans under a Letter of Intent, the
Transfer Agent will not hold shares in escrow.  If the intended purchases
amount under the Letter entered into by an OppenheimerFunds prototype
401(k) plan is not purchased by the plan by the end of the Letter of
Intent period, there will be no adjustment of commissions paid to the
broker-dealer or financial institution of record for accounts held in the
name of that plan.    

   If the total eligible purchases made during the Letter of Intent period
do not equal or exceed the intended purchase amount, the commissions
previously paid to the dealer of record for the account and the amount of
sales charge retained by the Distributor will be adjusted to the rates
applicable to actual purchases.  If total eligible purchases during the
Letter of Intent period exceed the intended purchase amount and exceed the
amount needed to qualify for the next sales charge rate reduction set
forth in the applicable prospectus, the sales charges paid will be
adjusted to the lower rate, but only if and when the dealer returns to the
Distributor the excess of the amount of commissions allowed or paid to the
dealer over the amount of commissions that apply to the actual amount of
purchases.  The excess commissions returned to the Distributor will be
used to purchase additional shares for the investor's account at the net
asset value per share in effect on the date of such purchase, promptly
after the Distributor's receipt thereof.

   In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted.  It is the responsibility of the dealer
of record and/or the investor to advise the Distributor about the Letter
in placing any purchase orders for the investor  during the Letter of
Intent period.  All of such purchases must be made through the
Distributor.

   -- Terms of Escrow That Apply to Letters of Intent.

   1. Out of the initial purchase (or subsequent purchases if necessary)
made pursuant to a Letter, shares of the Fund equal in value to 5% of the
intended purchase amount specified in the Letter shall be held in escrow
by the Transfer Agent.  For example, if the intended purchase amount is
$50,000, the escrow shall be shares valued in the amount of $2,500
(computed at the public offering price adjusted for a $50,000 purchase). 
Any dividends and capital gains distributions on the escrowed shares will
be credited to the investor's account.

   2. If the intended purchase amount specified under the Letter is
completed within the thirteen-month Letter of Intent period, the escrowed
shares will be promptly released to the investor.

   3. If, at the end of the thirteen-month Letter of Intent period the
total purchases pursuant to the Letter are less than the intended purchase
amount specified in the Letter, the investor must remit to the Distributor
an amount equal to the difference between the dollar amount of sales
charges actually paid and the amount of sales charges which would have
been paid if the total amount purchased had been made at a single time. 
Such sales charge adjustment will apply to any shares redeemed prior to
the completion of the Letter.  If such difference in sales charges is not
paid within twenty days after a request from the Distributor or the
dealer, the Distributor will, within sixty days of the expiration of the
Letter, redeem the number of escrowed shares necessary to realize such
difference in sales charges.  Full and fractional shares remaining after
such redemption will be released from escrow.  If a request is received
to redeem escrowed shares prior to the payment of such additional sales
charge, the sales charge will be withheld from the redemption proceeds.

   4. By signing the Letter, the investor irrevocably constitutes and
appoints the Transfer Agent as attorney-in-fact to surrender for
redemption any or all escrowed shares.

      5.  The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of a Letter) include (a)
Class A shares sold with a front-end sales charge or subject to a Class
A contingent deferred sales charge, (b) Class B shares acquired subject
to a contingent deferred sales charge, and (c) Class A or B shares
acquired in exchange for either (i) Class A shares of one of the other
OppenheimerFunds that were acquired subject to a Class A initial or
contingent deferred sales charge or (ii) Class B shares of one of the
other OppenheimerFunds that were acquired subject to a contingent deferred
sales charge.    

   6. Shares held in escrow hereunder will automatically be exchanged for
shares of another fund to which an exchange is requested, as described in
the section of the Prospectus entitled "Exchange Privilege," and the
escrow will be transferred to that other fund.

Asset Builder Plans.  To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the 
application.  Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "How To Sell Shares," in the Prospectus.  Asset Builder Plans
also enable shareholders of Oppenheimer Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four other
OppenheimerFunds.  

   There is a front-end sales charge on the purchase of certain
OppenheimerFunds, or a contingent deferred sales charge may apply to
shares purchased by Asset Builder payments.  An application should be
obtained from the Distributor, completed and returned, and a prospectus
of the selected fund(s) should be obtained from the Distributor or your
financial advisor before initiating Asset Builder payments.  The amount
of the Asset Builder investment may be changed or the automatic
investments may be terminated at any time by writing to the Transfer
Agent.  A reasonable period (approximately 15 days) is required after the
Transfer Agent's receipt of such instructions to implement them.  The Fund
reserves the right to amend, suspend, or discontinue offering such plans
at any time without prior notice.

Cancellation of Purchase Orders.  Cancellation of purchase orders for the
Fund's shares (for example, when a purchase check is returned to the Fund
unpaid) causes a loss to be incurred when the net asset value of the
Fund's shares on the cancellation date is less than on the purchase date. 
That loss is equal to the amount of the decline in the net asset value per
share multiplied by the number of shares in the purchase order.  The
investor is responsible for that loss.  If the investor fails to
compensate the Fund for the loss, the Distributor will do so.  The Fund
may reimburse the Distributor for that amount by redeeming shares from any
account registered in that investor's name, or the Fund or the Distributor
may seek other redress. 

How to Sell Shares 

   Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus. 

   -- Involuntary Redemptions. The Fund's Board of Trustees has the right
to cause the involuntary redemption of the shares held in any account if
the aggregate net asset value of those shares is less than $200 or such
lesser amount as the Board may fix.  The Board of Trustees will not cause
the involuntary redemption of shares in an account if the aggregate net
asset value of the shares has fallen below the stated minimum solely as
a result of market fluctuations.  Should the Board elect to exercise this
right, it may also fix, in accordance with the Investment Company Act, the
requirements for any notice to be given to the shareholders in question
(not less than 30 days), or the Board may set requirements for granting
permission to the Shareholder to increase the investment, and set other
terms and conditions so that the shares would not be involuntarily
redeemed.

   --  Payments "In Kind".  The Prospectus states that payment for shares
tendered for redemption is ordinarily made in cash.  However, the Board
of Trustees of the Fund may determine that it would be detrimental to the
best interests of the remaining shareholders of the Fund to make payment
of a redemption order wholly or partly in cash.  In that case the Fund may
pay the redemption proceeds in whole or in part by a distribution "in
kind" of securities from the portfolio of the Fund, in lieu of cash, in
conformity with applicable rules of the Securities and Exchange
Commission.  The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act, pursuant to which the Fund is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net assets
of the Fund during any 90-day period for any one shareholder.  If shares
are redeemed in kind, the redeeming shareholder might incur brokerage or
other costs in selling the securities for cash.  The method of valuing
securities used to make redemptions in kind will be the same as the method
the Fund uses to value its portfolio securities described above under the
"Determination of Net Asset Values Per Share" and that valuation will be
made as of the time the redemption price is determined.      

   Reinvestment Privilege. Within six months of a redemption, a
shareholder may reinvest all or part of the redemption proceeds of (i)
Class A shares purchased subject to an initial sales charge, or (ii) Class
B shares on which the shareholder paid a contingent deferred sales charge
when redeemed.  This privilege does not apply to Class C shares.  The
reinvestment may be made without sales charge only in Class A shares of
the Fund or any of the other OppenheimerFunds into which shares of the
Fund are exchangeable as described below, at the net asset value next
computed after the Transfer Agent receives the reinvestment order.  The
shareholder must ask the Distributor for that privilege at the time of
reinvestment.  Any capital gain that was realized when the shares were
redeemed is taxable, and reinvestment will not alter any capital gains tax
payable on that gain.  If there has been a capital loss on the redemption,
some or all of the loss may not be tax deductible, depending on the timing
and amount of the reinvestment.  Under the Internal Revenue Code, if the
redemption proceeds of Fund shares on which a sales charge was paid are
reinvested in shares of the Fund or another of the OppenheimerFunds within
90 days of payment of the sales charge, the shareholder's basis in the
shares of the Fund that were redeemed may not include the amount of the
sales charge paid.  That would reduce the loss or increase the gain
recognized from the redemption.  However, in that case the sales charge
would be added to the basis of the shares acquired by the reinvestment of
the redemption proceeds.  The Fund may amend, suspend or cease offering
this reinvestment privilege at any time as to shares redeemed after the
date of such amendment, suspension or cessation.     

   Transfers of Shares.  Shares are not subject to the payment of a
contingent deferred sales charge at the time of transfer to the name of
another person or entity (whether the transfer occurs by absolute
assignment, gift or bequest, not involving, directly or indirectly, a
public sale).  The transferred shares will remain subject to the
contingent deferred sales charge, calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at
the same time as the transferring shareholder.  If less than all shares
held in an account are transferred, and some but not all shares in the
account would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class B or Class C
contingent deferred sales charge will be followed in determining the order
in which shares are transferred.    

   Distributions From Retirement Plans.  Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, 401(k) plans,
or pension or profit-sharing plans should be addressed to "Trustee,
OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address
listed in "How To Sell Shares" in the Prospectus or on the back cover of
this Statement of Additional Information.  The request must: (i) state the
reason for the distribution; (ii) state the owner's awareness of tax
penalties if the distribution is premature; and (iii) conform to the
requirements of the plan and the Fund's other redemption requirements. 
Participants (other than self-employed persons maintaining a plan in their
own name) in OppenheimerFunds-sponsored pension, profit-sharing plans or
401(k) plans may not directly redeem or exchange shares held for their
accounts under those plans.  The employer or plan administrator must sign
the request.  Distributions from pension and profit sharing plans are
subject to special requirements under the Internal Revenue Code and
certain documents (available from the Transfer Agent) must be completed
before the distribution may be made.  Distributions from retirement plans
are subject to withholding requirements under the Internal Revenue Code,
and IRS Form W-4P (available from the Transfer Agent) must be submitted
to the Transfer Agent with the distribution request, or the distribution
may be delayed.  Unless the shareholder has provided the Transfer Agent
with a certified tax identification number, the Internal Revenue Code
requires that tax be withheld from any distribution even if the
shareholder elects not to have tax withheld.  The Fund, the Manager, the
Distributor, the Trustee and the Transfer Agent assume no responsibility
to determine whether a distribution satisfies the conditions of applicable
tax laws and will not be responsible for any tax penalties assessed in
connection with a distribution.    

   Special Arrangements for Repurchase of Shares from Dealers and Brokers. 
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers.  The repurchase price per share will be the
net asset value next computed after the Distributor receives the order
placed by the dealer or broker, except that if the Distributor receives
a repurchase order from a dealer or broker after the close of The New York
Stock Exchange on a regular business day, it will be processed at that
day's net asset value if the order was received by the dealer or broker
from its customers prior to the time the Exchange closed (normally that
is 4:00 P.M., but may be earlier on some days) and the order was
transmitted to and received by the Distributor prior to its close of
business that day (normally 5:00 P.M.).  Ordinarily, for accounts redeemed
by a broker-dealer under this procedure, payment will be made within three
business days after the shares have been redeemed upon the Distributors
receipt the required redemption documents in proper form, with the
signature(s) of the registered owners guaranteed on the redemption
document as described in the Prospectus.    

   Automatic Withdrawal and Exchange Plans.  Investors owning shares of
the Fund valued at $5,000 or more can authorize the Transfer Agent to
redeem shares (minimum $50) automatically on a monthly, quarterly, semi-
annual or annual basis under an Automatic Withdrawal Plan.  Shares will
be redeemed three business days prior to the date requested by the
shareholder for receipt of the payment.  Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check payable to all shareholders of record and sent to the address of
record for the account (and if the address has not been changed within the
prior 30 days).  Required minimum distributions from OppenheimerFunds-
sponsored retirement plans may not be arranged on this basis.  Payments
are normally made by check, but shareholders having AccountLink privileges
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan
payments transferred to the bank account designated on the
OppenheimerFunds New Account Application or signature-guaranteed
instructions.  The Fund cannot guarantee receipt of a payment on the date
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice.  Because of the sales charge
assessed on Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an Automatic
Withdrawal Plan.  Class B and Class C shareholders should not establish
withdrawal plans because of the imposition of the contingent deferred
sales charge on such withdrawals (except where the Class B or Class C
contingent deferred sales charge is waived as described in the Prospectus
under "Waivers of Class B Sales Charges" or "Waivers of Class C Sales
Charges").    

   By requesting an Automatic Withdrawal or Exchange Plan, the shareholder
agrees to the terms and conditions applicable to such plans, as stated
below and in the provisions of the OppenheimerFunds Application relating
to such Plans, as well as the Prospectus.  These provisions may be amended
from time to time by the Fund and/or the Distributor.  When adopted, such
amendments will automatically apply to existing Plans. 

   -- Automatic Exchange Plans.  Shareholders can authorize the Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed
instructions) to exchange a pre-determined amount of shares of the Fund
for shares (of the same class) of other OppenheimerFunds automatically on
a monthly, quarterly, semi-annual or annual basis under an Automatic
Exchange Plan.  The minimum amount that may be exchanged to each other
fund account is $25.  Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to Exchange
Shares" in the Prospectus and below in this Statement of Additional
Information.  

   -- Automatic Withdrawal Plans.  Fund shares will be redeemed as
necessary to meet withdrawal payments.  Shares acquired without a sales
charge will be redeemed first and shares acquired with reinvested
dividends and capital gains distributions will be redeemed next, followed
by shares acquired with a sales charge, to the extent necessary to make
withdrawal payments.  Depending upon the amount withdrawn, the investor's
principal may be depleted.  Payments made under withdrawal plans should
not be considered as a yield or income on your investment.  

   The Transfer Agent will administer the investor's Automatic Withdrawal
Plan (the "Plan") as agent for the investor (the "Planholder") who
executed the Plan authorization and application submitted to the Transfer
Agent.  Neither the Fund nor the Transfer Agent shall incur any liability
to the Planholder for any action taken or omitted by the Transfer Agent
in good faith to administer the Plan.  Certificates will not be issued for
shares of the Fund purchased for and held under the Plan, but the Transfer
Agent will credit all such shares to the account of the Planholder on the
records of the Fund.  Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.

   For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge.  Dividends on shares held in
the account may be paid in cash or reinvested. 

   Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date. 
Checks or AccountLink payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (receipt of payment on the date selected cannot be
guaranteed), according to the choice specified in writing by the
Planholder. 

   The amount and the interval of disbursement payments and the address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent.  The Planholder should allow at least two weeks' time in mailing
such notification for the requested change to be put in effect.  The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan.  In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder. 

   The Plan may be terminated at any time by the Planholder by writing to
the Transfer Agent.  A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund. 
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder. 
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person. 

      To use Class A shares held under the Plan as collateral for a debt,
the Planholder may request issuance of a portion of the Class A shares in
certificated form.  Share certificates are not issued for Class B or Class
C shares.  Upon written request from the Planholder, the Transfer Agent
will determine the number of Class A shares for which a certificate may
be issued without causing the withdrawal checks to stop because of
exhaustion of uncertificated shares needed to continue payments.  However,
should such uncertificated shares become exhausted, Plan withdrawals will
terminate.     

   If the Transfer Agent ceases to act as transfer agent for the Fund, the
Planholder will be deemed to have appointed any successor transfer agent
to act as agent in administering the Plan. 

How To Exchange Shares  

      As stated in the Prospectus, shares of a particular class of
OppenheimerFunds having more than one class of shares may be exchanged
only for shares of the same class of other OppenheimerFunds.  Shares of
the OppenheimerFunds that have a single class without a class designation
are deemed "Class A" shares for this purpose.  All OppenheimerFunds offer
Class A shares, but only certain funds offer Class B and/or Class C
shares.  The following OppenheimerFunds currently offer Class B shares: 
    

             Oppenheimer Asset Allocation Fund
          Oppenheimer Main Street Income & Growth Fund
          Oppenheimer Strategic Income Fund
          Oppenheimer Strategic Income & Growth Fund
          Oppenheimer Strategic Investment Grade Bond Fund
          Oppenheimer Strategic Short-Term Income Fund
          Oppenheimer New York Tax-Exempt Fund
          Oppenheimer Tax-Free Bond Fund
          Oppenheimer California Tax-Exempt Fund
          Oppenheimer Pennsylvania Tax-Exempt Fund
          Oppenheimer Florida Tax-Exempt Fund
          Oppenheimer New Jersey Tax-Exempt Fund
          Oppenheimer Insured Tax-Exempt Fund
          Oppenheimer Intermediate Tax-Exempt Fund
          Oppenheimer Equity Income Fund
          Oppenheimer U.S. Government Trust
          Oppenheimer International Bond Fund
          Oppenheimer Main Street California Tax-Exempt Fund
          Oppenheimer Total Return Fund, Inc.
          Oppenheimer Bond Fund
          Oppenheimer Value Stock Fund
          Oppenheimer Limited-Term Government Fund
          Oppenheimer High Yield Fund
          Oppenheimer Cash Reserves (Class B shares are only available by
exchange)
          Oppenheimer Growth Fund
          Oppenheimer Global Fund
          Oppenheimer Discovery Fund    

   The following OppenheimerFunds offer Class C shares:    

             Oppenheimer Fund
          Oppenheimer Global Growth & Income Fund
          Oppenheimer Total Return Fund, Inc.
          Oppenheimer Target Fund
          Oppenheimer Champion High Yield Fund
          Oppenheimer U.S. Government Trust
          Oppenheimer Intermediate Tax-Exempt Fund
          Oppenheimer Insured Tax-Exempt Fund
          Oppenheimer Value Stock Fund
          Oppenheimer Main Street Income & Growth Fund
          Oppenheimer Cash Reserves (Class C shares are available only by
exchange)
          Oppenheimer Tax-Free Bond Fund
          Oppenheimer Strategic Income Fund
          Oppenheimer Limited-Term Government Fund
          Oppenheimer New York Tax-Exempt Fund
          Oppenheimer New Jersey Tax-Exempt Fund
          Oppenheimer Pennsylvania Tax-Exempt Fund
          Oppenheimer Florida Tax-Exempt Fund
          Oppenheimer Global Fund
          Oppenheimer International Bond Fund
          Oppenheimer Bond Fund    

      Class A shares of the OppenheimerFunds may be exchanged at net
asset value for shares of any Money Market Fund.  Shares of any Money
Market Fund purchased without a sales charge may be exchanged for shares
of OppenheimerFunds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of
OppenheimerFunds subject to a contingent deferred sales charge).  However,
shares of Oppenheimer Money Market Fund, Inc., purchased with the
redemption proceeds of shares of other mutual funds (other than funds
managed by the Manager or its subsidiaries) redeemed within the 12 months
prior to that purchase may subsequently be exchanged for shares of other
OppenheimerFunds without being subject to an initial or contingent
deferred sales charge, whichever is applicable.  To qualify for that
privilege, the investor or the investor's dealer must notify the
Distributor of eligibility for this privilege at the time the shares of
Oppenheimer Money Market Fund, Inc., are purchased, and, if requested,
must supply proof of entitlement to this privilege.    

      Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the OppenheimerFunds or from any unit
investment trust for which reinvestment arrangements have been made with
the Distributor may be exchanged at net asset value for shares of any of
the OppenheimerFunds.  No contingent deferred sales charge is imposed on
exchanges of shares of either class purchased subject to a contingent
deferred sales charge.  However, when Class A shares acquired by exchange
of Class A shares of other OppenheimerFunds purchased subject to a Class
A contingent deferred sales charge are redeemed within 18 months of the
end of the calendar month of the initial purchase of the exchanged Class
A shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares (see "Class A Contingent Deferred Sales Charge" in the
Prospectus).  The Class B contingent deferred sales charge is imposed on
Class B shares acquired by exchange if they are redeemed within 6 years
of the initial purchase of the exchanged Class B shares.  The Class C
contingent deferred sales charge is imposed on Class C shares acquired by
exchange if they are redeemed within 12 months of the initial purchase of
the exchanged Class C shares.    

      When Class B or Class C shares are redeemed to effect an exchange,
the priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B or the Class C contingent deferred sales charge
will be followed in determining the order in which the shares are
exchanged.  Shareholders should take into account the effect of any
exchange on the applicability and rate of any contingent deferred sales
charge that might be imposed in the subsequent redemption of remaining
shares.  Shareholders owning shares of more than one class must specify
whether they intend to exchange Class A, Class B or Class C shares.    

   The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 10 or more accounts. The
Fund may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may
be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or
this Statement of Additional Information or would include shares covered
by a share certificate that is not tendered with the request.  In those
cases, only the shares available for exchange without restriction will be
exchanged.  

   When exchanging shares by telephone, a shareholder must either have an
existing account in, or obtain and acknowledge receipt of a prospectus of,
the fund to which the exchange is to be made.  For full or partial
exchanges of an account made by telephone, any special account features
such as Asset Builder Plans, Automatic Withdrawal Plans and retirement
plan contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise.  If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.

   Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date").  Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds.  The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).

   The different OppenheimerFunds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange.  For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.


Dividends, Capital Gains and Taxes

Tax Status of the Fund's Dividends and Distributions.  The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes."  Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received deduction
for corporate shareholders.  Long-term capital gains distributions are not
eligible for the deduction.  In addition, the amount of dividends paid by
the Fund which may qualify for the deduction is limited to the aggregate
amount of qualifying dividends that the Fund derives from its portfolio
investments that the Fund has held for a minimum period, usually 46 days.
A corporate shareholder will not be eligible for the deduction on
dividends paid on Fund shares held for 45 days or less.  To the extent the
Fund's dividends are derived from gross income from option premiums,
interest income or short-term gains from the sale of securities or
dividends from foreign corporations, those dividends will not qualify for
the deduction. 

   Under the Internal Revenue Code, by December 31 each year, the Fund
must distribute 98% of its taxable investment income earned from January
1 through December 31 of that year and 98% of its capital gains realized
in the period from November 1 of the prior year through October 31 of the
current year, or else the Fund must pay an excise tax on the amounts not
distributed.  While it is presently anticipated that the Fund will meet
those requirements, the Fund's Board of Trustees and the Manager might
determine in a particular year that it would be in the best interest of
shareholders for the Fund not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution
to shareholders. 

      If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for Federal income taxes on
amounts paid by it as dividends and distributions.  The Fund qualified
during its last fiscal year, and intends to qualify in current and future
years, but reserves the right not to do so.  The Internal Revenue Code
contains a number of complex tests relating to such qualification in which
the Fund derives 30% or more of its gross income from the sale of
securities held less than three months, it may fail to qualify (see "Tax
Aspects of Covered Calls and Hedging Instruments," above).  If it did not
so qualify, the Fund would be treated for tax purposes as an ordinary
corporation and receive no tax deduction for payments made to
shareholders.

   Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of Oppenheimer Money
Market Fund, Inc., as promptly as possible after the return of such checks
to the Transfer Agent to enable the investor to earn a return on otherwise
idle funds.    

   Dividend Reinvestment in Another Fund.  Shareholders of the Fund may
elect to reinvest all dividends and/or capital gains distributions in
shares of the same class of any of the other OppenheimerFunds listed in
"Reduced Sales Charges," above, at net asset value without sales charge. 
Class B and Class C shareholders should be aware that as of the date of
this Statement of Additional Information, not all of the OppenheimerFunds
offer Class B and/or Class C shares.  To elect this option, a shareholder
must notify the Transfer Agent in  writing and either have an existing
account in the fund selected for reinvestment or must obtain a prospectus
for that fund and an application from the Distributor to establish an
account.  The investment will be made at the net asset value per share in
effect at the close of business on the payable date of the dividend or
distribution.  Dividends and/or distributions from shares of other
OppenheimerFunds may be invested in shares of this Fund on the same basis.
    

   Additional Information About the Fund    

   The Custodian.  The Bank of New York is the Custodian of the Fund's
assets.  The Custodian's responsibilities include safeguarding and
controlling the Fund's portfolio securities, collecting income on the
portfolio securities and handling the delivery of such securities to and
from the Fund.  The Manager has represented to the Fund that the banking
relationships between the Manager and the Custodian have been and will
continue to be unrelated to and unaffected by the relationship between the
Fund and the Custodian.  It will be the practice of the Fund to deal with
the Custodian in a manner uninfluenced by any banking relationship the
Custodian may have with the Manager and its affiliates. The Funds cash
balances in excess of $100,000 is not protected by Federal deposit
insurance.  Such uninsured balances may at times be substantial.    

Independent Auditors.  The independent auditors of the Fund audit the
Fund's financial statements and perform other related audit services. 
They also act as auditors for the Manager and certain other funds advised
by the Manager and its affiliates. 


Appendix A: Ratings of Investments

Description of Moody's Investors Service, Inc. Bond Ratings

Aaa: Bonds which are rated "Aaa" are judged to be the best quality and to
carry the smallest degree of investment risk.  Interest payments are
protected by a large or by an exceptionally stable margin and principal
is secure.  While the various protective elements are likely to change,
the changes that can be expected are most unlikely to impair the
fundamentally strong position of such issues. 

Aa: Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group, they comprise what are generally
known as "high-grade" bonds.  They are rated lower than the best bonds
because margins of protection may not be as large as with "Aaa" securities
or fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than those of "Aaa" securities. 

A: Bonds which are rated "A" possess many favorable investment attributes
and are to be considered as upper-medium grade obligations.  Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa: Bonds which are rated "Baa" are considered medium grade obligations,
i.e., they are neither highly protected nor poorly secured.  Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and have speculative characteristics as well. 

The bond investments in which the Fund will principally invest will be in
the lower-rated categories described below.
 
Ba: Bonds which are rated "Ba" are judged to have speculative elements;
their future cannot be considered well-assured.  Often the protection of
interest and principal payments may be very moderate and not well
safeguarded during both good and bad times over the future.  Uncertainty
of position characterizes bonds in this class. 

B: Bonds which are rated "B" generally lack characteristics of desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small. 

Caa: Bonds which are rated "Caa" are of poor standing and may be in
default or there may be present elements of danger with respect to
principal or interest. 

Ca: Bonds which are rated "Ca" represent obligations which are speculative
in a high degree and are often in default or have other marked
shortcomings.

C:  Bonds which are rated "C" can be regarded as having extremely poor
prospects of ever retaining any real investment standing.


Description of Standard & Poor's Bond Ratings

AAA: "AAA" is the highest rating assigned to a debt obligation and
indicates an extremely strong capacity to pay principal and interest. 

AA: Bonds rated "AA" also qualify as high quality debt obligations. 
Capacity to pay principal and interest is very strong, and in the majority
of instances they differ from "AAA" issues only in small degree. 

A: Bonds rated "A" have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to adverse effects of change
in circumstances and economic conditions.

BBB: The bond investments in which the Fund will principally invest will
be in the lower-rated categories, described below.  Bonds rated "BBB" are
regarded as having an adequate capacity to pay principal and interest. 
Whereas they normally exhibit protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay principal and interest for bonds in this category than for
bonds in the "A" category. 

BB, B, CCC, CC: Bonds rated "BB," "B," "CCC" and "CC" are regarded, on
balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the terms
of the obligation.  "BB" indicates the lowest degree of speculation and
"CC" the highest degree.  While such bonds will likely have some quality
and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

C, D:  Bonds on which no interest is being paid are rated "C."  Bonds
rated "D" are in default and payment of interest and/or repayment of
principal is in arrears.

                                 Appendix

                       Industry Classifications    


   Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental    



   Food
Gas Transmission*
Gas Utilities*
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking________________________
* For purposes of the Fund's investment policy not to concentrate in
securities of issuers in the same industry, gas utilities and gas
transmission utilities each will be considered a separate industry.    


Investment Adviser
   Oppenheimer Management Corporation
   Two World Trade Center
      New York, New York 10048    

Distributor
   Oppenheimer Funds Distributor, Inc.
   Two World Trade Center
      New York, New York 10048    

Transfer Agent 
   Oppenheimer Shareholder Services
   P.O. Box 5270
   Denver, Colorado 80217
   1-800-525-7048

Custodian of Portfolio Securities
   The Bank of New York
   One Wall Street
      New York, New York 10015

Independent Auditors    
   Deloitte & Touche LLP
   1560 Broadway
   Denver, Colorado 80202

Legal Counsel
   Myer, Swanson, Adams & Wolf, P.C.    
   1600 Broadway
   Denver, Colorado 80202



OPPENHEIMER EQUITY INCOME

FORM N-1A

PART C

OTHER INFORMATION

Item 24.  Financial Statements and Exhibits
          ---------------------------------

     (a)  Financial Statements:
          --------------------

          (1)  Condensed Financial Information: See Part A (Prospec-
               tus):*    

          (2)  Independent Auditors' Report: See Part B (Statement of
               Additional Information): *    

          (3)  Statement of Investments: See Part B (Statement of Addi-
               tional Information): *    

          (4)  Statement of Assets and Liabilities: See Part B (Statement
               of Additional Information): *    

          (5)  Statement of Operations: See Part B (Statement of Addi-
               tional Information): *    

          (6)  Statements of Changes in Net Assets: See Part B (Statement
               of Additional Information): *    

          (7)  Notes to Financial Statements: See Part B (Statement of
               Additional Information): *    
       
     (b)  Exhibits:
          --------

          (1)  Amended and Restated Declaration of Trust dated August 4,
               1995: Filed herewith.    

          (2)  Amended By-Laws dated June 26, 1990:  Filed with Post
               Effective Amendment No. 36, 11/1/91, to Registrant's
               Registration Statement, and refiled with Post-Effective
               Amendment No. 42, 10/28/94, pursuant to Item 102 of
               Regulation S-T, and incorporated herein by reference.    

          (3)  Not Applicable.

          (4)  (i)     Specimen Class A Share Certificate: Filed with
                       Post-Effective Amendment No. 40, 10/4/93, to
                       Registrant's Registration Statement and incorporat-
                       ed herein by reference.


*  To be filed by amendment.


               (ii)    Specimen Class B Share Certificate: Filed with
                       Post-Effective Amendment No. 40, 10/4/93, to
                       Registrant's Registration Statement and incorporat-
                       ed herein by reference.
          
               (iii)   Specimen Class C Share Certificate: Filed here-
                       with.    

          (5)  Investment Advisory Agreement dated 10/22/90:  Filed with
               Post-Effective Amendment No. 34 to Registrant's Registra-
               tion Statement dated 11/1/90, and refiled with Post-
               Effective Amendment No. 42, 10/28/94, pursuant to Item 102
               of Regulation S-T, and incorporated herein by refer-
               ence.    

          (6)  (i)     General Distributor's Agreement dated 10/13/92:  
                       Filed with Post-Effective Amendment No. 42, 10/28/-
                       94, and incorporated herein by reference.    

               (ii)    Form of Dealer Agreement of Oppenheimer Funds
                       Distributor, Inc.: Filed with Post-Effective
                       Amendment No. 12 of Oppenheimer Government Securi-
                       ties Fund (Reg. No. 33-02769), 12/2/92, and refiled
                       with Post-Effective Amendment No. 14 of Oppenheimer
                       Main Street Funds, Inc. (Reg. No. 33-17850),
                       9/30/94, pursuant to Item 102 of Regulation S-T,
                       and incorporated herein by reference.

               (iii)   Form of Oppenheimer Funds Distributor, Inc. Broker
                       Agreement:  Filed with Post-Effective Amendment No.
                       12 of Oppenheimer Government Securities Fund (Reg.
                       No. 33-02769), 12/2/92, and refiled with Post-
                       Effective Amendment No. 14 of Oppenheimer Main
                       Street Funds, Inc. (Reg. No. 33-17850), 9/30/94,
                       pursuant to Item 102 of Regulation S-T, and incor-
                       porated herein by reference.

               (iv)    Broker Agreement between Oppenheimer Funds Distrib-
                       utor, Inc. and Newbridge Securities dated 10/1/86: 
                       Previously filed with Post-Effective Amendment No.
                       25 of Oppenheimer Special Fund (Reg. No. 2-45272),
                       11/1/86, and refiled with Post-Effective Amendment
                       No. 45, of Oppenheimer Special Fund (Reg. No. 2-
                       45272) 8/22/94, pursuant to Item 102 of Regulation
                       S-T, and incorporated herein by reference.

               (v)     Form of Oppenheimer Funds Distributor, Inc. Agency
                       Agreement:  Filed with Post-Effective Amendment No.
                       12 of Oppenheimer Government Securities Fund (Reg.
                       No. 33-02769), 12/2/92, and refiled with Post-
                       Effective Amendment No. 14 of Oppenheimer Main
                       Street Funds, Inc. (Reg. No. 33-17850), 9/30/94,
                       pursuant to Item 102 of Regulation S-T, and incor-
                       porated herein by reference.

          (7)  Not applicable.

          (8)  Custody Agreement dated October 6, 1992:  Filed with Post-
               Effective Amendment No. 37, to Registrant's Registration
               Statement dated 10/28/93, and refiled with Post-Effective
               Amendment No. 42, 10/28/94, pursuant to Item 102 of
               Regulation S-T, and incorporated herein by reference.    

          (9)  Not applicable.

          (10) Opinion and Consent of Counsel:  Filed with Registrant's
               Initial Registration Statement and refiled herewith
               pursuant to Item 102 of Regulation S-T.

          (11) Independent Auditor's Consent: *    

          (12) Not applicable.

          (13) Not applicable.

          (14) (i)     Form of Individual Retirement Account Trust Agree-
                       ment (IRA): Previously filed with Post-Effective
                       Amendment No. 21 to the Registration Statement  of
                       Oppenheimer U.S. Government Trust (Reg. No. 2-
                       76645), 8/25/93, and incorporated herein by refer-
                       ence.

               (ii)    Form of prototype Standardized and Non-Standardized
                       Profit Sharing Plans and Money Purchase Plans for
                       self-employed persons and corporations:  Filed with
                       Post-Effective Amendment No. 7 to the Registration
                       Statement of Oppenheimer Global Growth & Income
                       Fund (Reg. No. 33-33799), 12/2/94, and incorporated
                       herein by reference.

               (iii)   Form of Tax-Sheltered Retirement Plan and Custody
                       Agreement for employees of public schools and tax-
                       exempt organizations:  Previously filed with Post-
                       Effective Amendment No. 47 of Oppenheimer Growth
                       Fund  (File No. 2-45272), 10/21/94, and incorporat-
                       ed herein by reference.

               (iv)    Form of Simplified Employee Pension IRA: Filed with
                       Post-Effective Amendment No. 36, 10/23/91, to
                       Registrant's Registration Statement and refiled
                       herewith pursuant to Item 102 of Regulation S-T.

               (v)     Form of SAR SEP Simplified Employee Pension IRA:
                       Filed with Post-Effective Amendment No. 19 to the
                       Registration Statement for Oppenheimer Integrity

_________________________
*  To be filed by amendment.


                       Funds (File No. 2-76547), 3/1/94, and incorporated
                       herein by reference.

          (15) (i)     Service Plan and Agreement for Class A shares under
                       Rule 12b-1 of the Investment Company Act dated June
                       22, 1993: Filed with Post-Effective Amendment No.
                       38 to Registrant's Registration Statement, 8/3/93,
                       and incorporated herein by reference.

               (ii)    Distribution and Service Plan and Agreement for
                       Class B shares under Rule 12b-1 of the Investment
                       Company Act dated February 23, 1994: Filed with
                       Post-Effective Amendment No. 42, 10/28/94, and
                       incorporated herein by reference.    

               (iii)   Distribution and Service Plan and Agreement for
                       Class C Shares under Rule 12b-1 of the Investment
                       Company Act dated August 4, 1995: Filed here-
                       with.    

          (16) Performance Data Computation Schedule: To be filed by
               amendment.    

          (17) (a)     Financial Data Schedule for Class A shares: To be
                       filed by amendment.    

               (b)     Financial Data Schedule for Class B shares: To be
                       filed by amendment.    

               (c)     Financial Data Schedule for Class C shares: Not
                       applicable.    

          (18) Not applicable.

           --  Powers of Attorney: Filed with Post-Effective Amendment
               No. 42, 10/28/94, and incorporated herein by refer-
               ence.    

Item 25.  Persons Controlled by or Under Common Control with Registrant
          -------------------------------------------------------------

     None

Item 26.  Number of Holders of Securities
          -------------------------------
                                               Number of Record 
                                               Holders as of
     Title of Class                            October 1, 1995    
     --------------                            -------------------

     Shares of Beneficial Interest, Class A    _________    

     Shares of Beneficial Interest, Class B    _________    

     Shares of Beneficial Interest, Class C       -0-    


Item 27.  Indemnification
          ---------------

     Reference is made to the provisions of Article SEVENTH of Registrant-
's Declaration of Trust.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of Registrant pursuant to the foregoing provisions or
otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudica-
tion of such issue. 

Item 28.  Business and Other Connections of Investment Adviser
          ----------------------------------------------------

     (a)  Oppenheimer Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts
A and B hereof and listed in Item 28(b) below.    
               
     (b)  There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of Oppenheimer Management Corporation is, or at any
time during the past two fiscal years has been, engaged for his/her own
account or in the capacity of director, officer, employee, partner or
trustee.    





   Name & Current Position
with Oppenheimer               Other Business and Connections
Management Corporation         During the Past Two Years
- -----------------------        ------------------------------
                            
Lawrence Apolito,              None.
Vice President

James C. Ayer, Jr.,            Vice President and Portfolio Manager of
Assistant Vice President       Oppenheimer Gold & Special Minerals Fund and
                               Oppenheimer Global Emerging Growth Fund.  

Victor Babin,                  None.
Senior Vice President

Bruce Bartlett,                Vice President and Portfolio Manager of
Vice President                 Oppenheimer Total Return Fund, Inc. and
                               Oppenheimer Variable Account Funds; former-
                               ly a Vice President and Senior Portfolio
                               Manager at First of America Investment
                               Corp.

Robert J. Bishop               Assistant Treasurer of the OppenheimerFunds
Assistant Vice President       (listed below); previously a Fund Controller
                               for Oppenheimer Management Corporation (the
                               "Manager").     

   George Bowen                Treasurer of the New York-based
Senior Vice President          OppenheimerFunds; Vice President, Secretary
and Treasurer                  and Treasurer of the Denver-based
                               OppenheimerFunds. Vice President and
                               Treasurer of Oppenheimer Funds Distributor,
                               Inc. (the "Distributor") and HarbourView
                               Asset Management Corporation
                               ("HarbourView"), an investment adviser
                               subsidiary of OMC; Senior Vice President,
                               Treasurer, Assistant Secretary and a
                               director of Centennial Asset Management
                               Corporation ("Centennial"), an investment
                               adviser subsidiary of the Manager; Vice
                               President, Treasurer and Secretary of
                               Shareholder Services, Inc. ("SSI") and
                               Shareholder Financial Services, Inc.
                               ("SFSI"), transfer agent subsidiaries of
                               OMC; President, Treasurer and Director of
                               Centennial Capital Corporation; Vice
                               President and Treasurer of Main Street
                               Advisers; formerly Senior Vice President/
                               Comptroller and Secretary of Oppenheimer
                               Asset Management Corporation ("OAMC"), an
                               investment adviser which was a subsidiary of
                               the OMC. 

Michael A. Carbuto,            Vice President and Portfolio Manager of
Vice President                 Oppenheimer Tax-Exempt Cash Reserves,
                               Centennial California Tax Exempt Trust,
                               Centennial New York Tax Exempt Trust and
                               Centennial Tax Exempt Trust; Vice President
                               of Centennial.

William Colbourne,             Formerly, Director of Alternative Staffing
Assistant Vice President       Resources, and Vice President of Human
                               Resources, American Cancer Society.

Lynn Coluccy, Vice President   Formerly Vice President/Director of Internal
                               Audit of the Manager.

O. Leonard Darling,            Formerly Co-Director of Fixed Income for
Executive Vice President       State Street Research & Management Co.

Robert A. Densen,              None.
Senior Vice President

Robert Doll, Jr.,              Vice President and Portfolio Manager of
Executive Vice President       Oppenheimer Growth Fund, Oppenheimer
                               Target Fund and Oppenheimer Variable Account
                               Funds; Senior Vice President and
                               Portfolio Manager of Strategic Income &
                               Growth Fund.    

   John Doney, Vice President Vice President and Portfolio Manager of
                               Oppenheimer Equity Income Fund.   

Andrew J. Donohue,             Secretary of the New York-based
Executive Vice President       OppenheimerFunds; Vice President of the
& General Counsel              Denver-based OppenheimerFunds; Executive
                               Vice President, Director and General Counsel
                               of the Distributor; formerly Senior Vice
                               President and Associate General Counsel of
                               the Manager and the Distributor. 

Kenneth C. Eich,               Treasurer of Oppenheimer Acquisition
Executive Vice President/      Corporation
Chief Financial Officer

George Evans, Vice President   Vice President and Portfolio Manager of
                               Oppenheimer Global Securities Fund.

Scott Farrar,                  Assistant Treasurer of the OppenheimerFunds;
Assistant Vice President       previously a Fund Controller for the
                               Manager.

Katherine P.Feld               Vice President and Secretary of Oppenheimer
Vice President and             Funds Distributor, Inc.; Secretary of
Secretary                      HarbourView, Main Street Advisers, Inc. and
                               Centennial; Secretary, Vice President and
                               Director of Centennial Capital Corp. 

Jon S. Fossel,                 President and director of Oppenheimer
Chairman of the Board,         Acquisition Corp. ("OAC"), the Manager's
Chief Executive Officer        parent holding company; President, CEO and
and Director                   a director of HarbourView; a director of SSI
                               and SFSI; President, Director, Trustee, and
                               Managing General Partner of the Denver-based
                               OppenheimerFunds; formerly President of the
                               Manager. President and Chairman of the Board
                               of Main Street Advisers, Inc. 

Robert G. Galli,               Trustee of the New York-based
Vice Chairman                  OppenheimerFunds; Vice President and Counsel
                               of OAC; formerly he held the following
                               positions: a director of the Distributor,
                               Vice President and a director of HarbourView
                               and Centennial, a director of SFSI and SSI,
                               an officer of other OppenheimerFunds and
                               Executive Vice  President & General Counsel
                               of the Manager and the Distributor.

Linda Gardner,                 None.
Assistant Vice President

Ginger Gonzalez,               Formerly 1st Vice President/Director of
Vice President                 Creative Services for Shearson Lehman
                               Brothers.
    
   


    
   Dorothy Grunwager,          None.
Assistant Vice President

Caryn Halbrecht,               Vice President and Portfolio Manager of
Vice President                 Oppenheimer Insured Tax-Exempt Bond Fund and
                               Oppenheimer Intermediate Tax Exempt Bond
                               Fund; an officer of other OppenheimerFunds;
                               formerly Vice President of Fixed Income
                               Portfolio Management at Bankers Trust.

Barbara Hennigar,              President and Director of Shareholder
President and Chief            Financial Service, Inc.
Executive Officer of 
Oppenheimer Shareholder 
Services, a division of OMC. 

Alan Hoden, Vice President     None.

Merryl Hoffman,                None.
Vice President

Scott T. Huebl,                None.
Assistant Vice President

Jane Ingalls,                  Formerly a Senior Associate with Robinson,
Assistant Vice President       Lake/Sawyer Miller.

Bennett Inkeles,               Formerly employed by Doremus & Company, an
Assistant Vice President       advertising agency.

Stephen Jobe,                  None.
Vice President

Heidi Kagan                    None.
Assistant Vice President

Avram Kornberg,                Formerly a Vice President with Bankers
Vice President                 Trust.
                               
Paul LaRocco,                  Portfolio Manager of Oppenheimer Capital
Assistant Vice President       Appreciation Fund; Associate Portfolio
                               Manager of Oppenheimer Discovery Fund and
                               Oppenheimer Time Fund.  Formerly a
                               Securities Analyst for Columbus Circle
                               Investors.

Mitchell J. Lindauer,          None.
Vice President

Loretta McCarthy,              None.
Senior Vice President    

   Bridget Macaskill,          Director of HarbourView; Director of Main
President and Director         Street Advisers, Inc.; and Chairman of
                               Shareholder Services, Inc.

Sally Marzouk,                 None.
Vice President

Marilyn Miller,                Formerly a director of marketing for
Vice President                 TransAmerica Fund Management Company.

Denis R. Molleur,              None.
Vice President

Kenneth Nadler,                None.
Vice President

David Negri,                   Vice President and Portfolio Manager of
Vice President                 Oppenheimer Strategic Bond Fund, Oppenheimer
                               Multiple Strategies Fund, Oppenheimer
                               Strategic Investment Grade Bond Fund,
                               Oppenheimer Asset Allocation Fund,
                               Oppenheimer Strategic Diversified Income
                               Fund, Oppenheimer Strategic Income Fund,
                               Oppenheimer Strategic Income & Growth Fund,
                               Oppenheimer Strategic Short-Term Income
                               Fund, Oppenheimer High Income Fund and
                               Oppenheimer Bond Fund; an officer of other
                               OppenheimerFunds.

Barbara Niederbrach,           None.
Assistant Vice President

Stuart Novek,                  Formerly a Director Account Supervisor for
Vice President                 J. Walter Thompson.

Robert A. Nowaczyk,            None.
Vice President

Robert E. Patterson,           Vice President and Portfolio Manager of
Senior Vice President          Oppenheimer Main Street California Tax-
                               Exempt Fund, Oppenheimer Insured Tax-Exempt
                               Bond Fund, Oppenheimer Intermediate Tax-
                               Exempt Bond Fund, Oppenheimer Florida Tax-
                               Exempt Fund, Oppenheimer New Jersey Tax-
                               Exempt Fund, Oppenheimer Pennsylvania Tax-
                               Exempt Fund, Oppenheimer California Tax-
                               Exempt Fund, Oppenheimer New York Tax-Exempt
                               Fund and Oppenheimer Tax-Free Bond Fund;
                               Vice President of the New York Tax-Exempt
                               Income Fund, Inc.; Vice President of
                               Oppenheimer Multi-Sector Income Trust.    

   Tilghman G. Pitts III,      Chairman and Director of the Distributor.
Executive Vice President 
and Director

Jane Putnam,                   Associate Portfolio Manager of Oppenheimer
Assistant Vice President       Growth Fund and Oppenheimer Target Fund and
                               Portfolio Manager for Oppenheimer Variable
                               Account Funds-Growth Fund; Senior Investment
                               Officer and Portfolio Manager with Chemical
                               Bank.

Russell Read,                  Formerly an International Finance Consultant
Vice President                 for Dow Chemical.

Thomas Reedy,                  Vice President of Oppenheimer Multi-Sector
Vice President                 Income Trust and Oppenheimer Multi-
                               Government Trust; an officer of other
                               OppenheimerFunds; formerly a Securities
                               Analyst for the Manager.

David Robertson,               None.
Vice President

Adam Rochlin,                  Formerly a product manager for Metropolitan
Assistant Vice President       Life Insurance Company.

David Rosenberg,               Vice President and Portfolio Manager of
Vice President                 Oppenheimer Limited-Term Government Fund and
                               Oppenheimer U.S. Government Trust.  Formerly
                               Vice President and Senior Portfolio Manager
                               for Delaware Investment Advisors.

Richard H. Rubinstein,         Vice President and Portfolio Manager of
Vice President                 Oppenheimer Asset Allocation Fund,
                               Oppenheimer Fund and Oppenheimer Multiple
                               Strategies Fund; an officer of other
                               OppenheimerFunds; formerly Vice President
                               and Portfolio Manager/Security Analyst for
                               Oppenheimer Capital Corp., an investment
                               adviser.

Lawrence Rudnick,              Formerly Vice President of Dollar Dry Dock
Assistant Vice President       Bank.

James Ruff,                    None.
Executive Vice President

Ellen Schoenfeld,              None.
Assistant Vice President    
                           
   Diane Sobin,                Vice President and Portfolio Manager of 
Vice President                 Oppenheimer Total Return Fund, Inc. and
                               Oppenheimer Variable Account Funds; former-
                               ly a Vice President and Senior Portfolio
                               Manager for Dean Witter InterCapital, Inc.

Nancy Sperte,                  None.
Senior Vice President          

Donald W. Spiro,               President and Trustee of the New York-based
Chairman Emeritus              OppenheimerFunds; formerly Chairman of the
and Director                   Manager and the Distributor.

Arthur Steinmetz,              Vice President and Portfolio Manager of
Senior Vice President          Oppenheimer Strategic Diversified Income
                               Fund, Oppenheimer Strategic Income Fund,
                               Oppenheimer Strategic Income & Growth Fund,
                               Oppenheimer Strategic Investment Grade Bond
                               Fund, Oppenheimer Strategic Short-Term
                               Income Fund; an officer of other
                               OppenheimerFunds.

Ralph Stellmacher,             Vice President and Portfolio Manager of
Senior Vice President          Oppenheimer Champion High Yield Fund and 
                               Oppenheimer High Yield Fund; an officer of
                               other OppenheimerFunds.

John Stoma, Vice President     Formerly Vice President of Pension Marketing
                               with Manulife Financial.

James C. Swain,                Chairman, CEO and Trustee, Director or
Vice Chairman of the           Managing Partner of the Denver-based
Board of Directors             OppenheimerFunds; President and a Director
and Director                   of Centennial; formerly President and
                               Director of OAMC, and Chairman of the Board
                               of SSI.

James Tobin, Vice President    None.

Jay Tracey, Vice President     Vice President of the Manager; Vice
                               President and Portfolio Manager of
                               Oppenheimer Discovery Fund.  Formerly
                               Managing Director
                               of Buckingham Capital Management.

Gary Tyc, Vice President,      Assistant Treasurer of the Distributor and
Assistant Secretary            SFSI.
and Assistant Treasurer

Ashwin Vasan,                  Vice President of Oppenheimer Multi-Sector
Vice President                 Income Trust and Oppenheimer Multi-
                               Government Trust: an officer of other
                               OppenheimerFunds.    

Valerie Victorson,         None.
Vice President

Dorothy Warmack,               Vice President and Portfolio Manager of
Vice President                 Daily Cash Accumulation Fund, Inc.,
                               Oppenheimer Cash Reserves, Centennial
                               America Fund, L.P., Centennial Government
                               Trust and Centennial Money Market Trust;
                               Vice President of Centennial.

Christine Wells,               None.
Vice President

William L. Wilby,              Vice President and Portfolio Manager of
Senior Vice President          Oppenheimer Global Fund and Oppenheimer
                               Global Growth & Income Fund; Vice President
                               of HarbourView; an officer of other
                               OppenheimerFunds. 


Susan Wilson-Perez,            None.
Vice President

Carol Wolf,                    Vice President and Portfolio Manager of
Vice President                 Oppenheimer Money Market Fund, Inc.,
                               Centennial America Fund, L.P., Centennial
                               Government Trust, Centennial Money Market
                               Trust and Daily Cash Accumulation Fund,
                               Inc.; Vice President of Oppenheimer Multi-
                               Sector Income Trust; Vice President of
                               Centennial.

Robert G. Zack,                Associate General Counsel of the Manager;
Senior Vice President          Assistant Secretary of the OppenheimerFunds;
and Assistant Secretary        Assistant Secretary of SSI, SFSI; an officer
                               of other OppenheimerFunds.

Eva A. Zeff,                   Vice President and Portfolio Manager of
Assistant Vice President       Oppenheimer Mortgage Income Fund; an officer
                               of other OppenheimerFunds; formerly a
                               Securities Analyst for the Manager.

Arthur J. Zimmer,              Vice President and Portfolio Manager of
Vice President                 Centennial America Fund, L.P., Oppenheimer
                               Money Fund, Centennial Government Trust,
                               Centennial Money Market Trust and Daily Cash
                               Accumulation Fund, Inc.; Vice President of
                               Oppenheimer Multi-Sector Income Trust; Vice
                               President of Centennial; an officer of other
                               OppenheimerFunds.


          The OppenheimerFunds include the New York-based OppenheimerFunds
and the Denver-based OppenheimerFunds set forth below:


    
          New York-based OppenheimerFunds    
          Oppenheimer Asset Allocation Fund
          Oppenheimer California Tax-Exempt Fund
          Oppenheimer Discovery Fund
          Oppenheimer Global Emerging Growth Fund
          Oppenheimer Global Fund
          Oppenheimer Global Growth & Income Fund
          Oppenheimer Gold & Special Minerals Fund
          Oppenheimer Growth Fund
          Oppenheimer Money Market Fund, Inc.
          Oppenheimer Multi-Government Trust
          Oppenheimer Multi-Sector Income Trust
          Oppenheimer Multi-State Tax-Exempt Trust
          Oppenheimer New York Tax-Exempt Trust
          Oppenheimer Fund
          Oppenheimer Target Fund
          Oppenheimer Tax-Free Bond Fund
          Oppenheimer U.S. Government Trust

          Denver-based OppenheimerFunds
          Oppenheimer Cash Reserves
          Centennial America Fund, L.P.
          Centennial California Tax Exempt Trust
          Centennial Government Trust
          Centennial Money Market Trust
          Centennial New York Tax Exempt Trust
          Centennial Tax Exempt Trust
          Daily Cash Accumulation Fund, Inc.
          The New York Tax-Exempt Income Fund, Inc.
          Oppenheimer Champion High Yield Fund
          Oppenheimer Equity Income Fund
          Oppenheimer High Yield Fund
          Oppenheimer Integrity Funds
          Oppenheimer International Bond Fund
          Oppenheimer Limited-Term Government Fund
          Oppenheimer Main Street Funds, Inc.
          Oppenheimer Strategic Funds Trust
          Oppenheimer Strategic Income & Growth Fund
          Oppenheimer Strategic Investment Grade Bond Fund
          Oppenheimer Strategic Short-Term Income Fund
          Oppenheimer Tax-Exempt Fund
          Oppenheimer Total Return Fund, Inc.
          Oppenheimer Variable Account Fund

          The address of Oppenheimer Management Corporation, the New York-
based OppenheimerFunds, Oppenheimer Funds Distributor, Inc., Harbourview
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York, New
York 10048-0203.    

          The address of the Denver-based OppenheimerFunds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., Oppenheimer
Shareholder Services, Centennial Asset Management Corporation, Centennial
Capital Corp., and Main Street Advisers, Inc. is 3410 South Galena Street,
Denver, Colorado 80231.    

Item 29.  Principal Underwriter
          ---------------------
     (a)  Oppenheimer Funds Distributor, Inc. is the Distributor of
Registrant's shares.  It is also the Distributor of each of the other
registered open-end investment companies for which Oppenheimer Management
Corporation is the investment adviser, as described in Part A and B of
this Registration Statement and listed in Item 28(b) above.    

     (b)  The directors and officers of the Registrant's principal
underwriter are:    


                                                               Positions and
Name & Principal             Positions & Offices               Offices with
Business Address             with Underwriter                  Registrant
- ----------------             -------------------               -------------
                                                         
George Clarence Bowen+       Vice President & Treasurer        Vice
                                                               President,
                                                               Secretary,
                                                               and
                                                               Treasurer

Christopher Blunt            Vice President                    None
6 Baker Avenue
Westport, CT  06880

Julie Bowers                 Vice President                    None
21 Dreamwold Road
Scituate, MA 02066

Peter W. Brennan             Vice President                    None
1940 Cotswold Drive
Orlando, FL 32825

Mary Ann Bruce*              Senior Vice President -           None
                             Financial Institution Div.

Robert Coli                  Vice President                    None
12 Whitetail Lane
Bedminster, NJ 07921

Ronald T. Collins            Vice President                    None
710-3 E. Ponce DeLeon Ave.
Decatur, GA  30030

Mary Crooks+                 Vice President                    None    

   Paul Della Bovi           Vice President                    None
750 West Broadway
Apt. 5M
Long Beach, NY  11561

Andrew John Donohue*         Executive Vice                    Vice President
                             President & Director

Wendy H. Ehrlich             Vice President                    None
4 Craig Street
Jericho, NY 11753

Kent Elwell                  Vice President                    None
41 Craig Place
Cranford, NJ  07016

John Ewalt                   Vice President                    None
2301 Overview Dr. NE
Tacoma, WA 98422

Gregory Farley               Vice President -                  None
1116 Westbury Circle         Financial Institution Div.
Eagan, MN  55123

Katherine P. Feld*           Vice President & Secretary        None

Mark Ferro                   Vice President                    None
43 Market Street
Breezy Point, NY 11697

Wendy Fishler*               Vice President-                   None
                             Financial Institution Div.

Wayne Flanagan               Vice President -                  None
36 West Hill Road            Financial Institution Div.
Brookline, NH 03033

Ronald R. Foster             Senior Vice President -           None
11339 Avant Lane             Eastern Division Manager
Cincinnati, OH 45249

Patricia Gadecki             Vice President                    None
6026 First Ave. South,
Apt. 10
St. Petersburg, FL 33707

Luiggino Galleto             Vice President                    None
10239 Rougemont Lane
Charlotte, NC 28277

Mark Giles                   Vice President -                  None
5506 Bryn Mawr               Financial Institution Div.
Dallas, TX 75209    

   Ralph Grant*              Vice President/National           None
                             Sales Manager - Financial
                             Institution Div.

Sharon Hamilton              Vice President                    None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
                             
Carla Jiminez                Vice President                    None
609 Chimney Bluff Drive
Mt. Pleasant, SC 29464

Terry Lee Kelley             Vice President -                  None
1431 Woodview Lane           Financial Institution Div.
Commerce Township, MI 48382

Michael Keogh*               Vice President                    None

Richard Klein                Vice President                    None
4011 Queen Avenue South
Minneapolis, MN 55410

Hans Klehmet II              Vice President                    None
26542 Love Lane
Ramona, CA 92065

Ilene Kutno*                 Assistant Vice President          None

Wayne A. LeBlang             Senior Vice President -           None
23 Fox Trail                 Director Eastern Div.
Lincolnshire, IL 60069

Dawn Lind                    Vice President -                  None
7 Maize Court                Financial Institution Div.
Melville, NY 11747

James Loehle                 Vice President                    None
30 John Street    
Cranford, NJ  07016
 
Laura Mulhall*               Senior Vice President -           None
                             Director of Key Accounts

Charles Murray               Vice President                    None
50 Deerwood Drive
Littleton, CO 80127

Joseph Norton                Vice President                    None
1550 Bryant Street
San Francisco, CA  94103

Patrick Palmer               Vice President                    None
958 Blue Mountain Cr.
West Lake Village, CA 91362    

   Randall Payne             Vice President -                  None
1307 Wandering Way Dr.       Financial Institution Div.
Charlotte, NC 28226

Gayle Pereira                Vice President                    None
2707 Via Arboleda
San Clemente, CA 92672

Charles K. Pettit            Vice President                    None
1900 Eight Avenue
San Francisco, CA 94116
                             
Bill Presutti                Vice President                    None
664 Circuit Road
Portsmouth, NH  03801

Tilghman G. Pitts, III*      Chairman & Director               None

Elaine Puleo*                Vice President -                  None
                             Financial Institution Div.

Minnie Ra                    Vice President -                  None
109 Peach Street             Financial Institution Div.
Avenue, NJ 07001

Ian Robertson                Vice President                    None
4204 Summit Way
Marietta, GA 30066

Robert Romano                Vice President                    None
1512 Fallingbrook Drive  
Fishers, IN 46038

James Ruff*                  President                         None

Timothy Schoeffler           Vice President                    None
3118 N. Military Road
Arlington, VA 22207

Mark Schon                   Vice President                    None
10483 E. Corrine Dr.
Scottsdale, AZ 85259

Michael Sciortino            Vice President                    None
785 Beau Chene Dr.
Mandeville, LA 70448

James A. Shaw                Vice President -                  None
5155 West Fair Place         Financial Institution Div.
Littleton, CO 80123

Robert Shore                 Vice President -                  None
26 Baroness Lane             Financial Institution Div.
Laguna Niguel, CA 92677    

   Peggy Spilker             Vice President -                  None
2017 N. Cleveland, #2        Financial Institution Div.
Chicago, IL  60614

Michael Stenger              Vice President                    None
C/O America Building
30 East Central Pkwy
Suite 1008
Cincinnati, OH 45202

Paul Stickney                Vice President                    None
1314 Log Cabin Lane
St. Louis, MO 63124

George Sweeney               Vice President                    None
1855 O'Hara Lane
Middletown, PA 17057

Scott McGregor Tatum         Vice President                    None
7123 Cornelia Lane
Dallas, TX  75214

Philip St. John Trimble      Vice President                    None
2213 West Homer
Chicago, IL 60647

Gary Paul Tyc+               Assistant Treasurer               None

Mark Stephen Vandehey+       Vice President                    None

Gregory K. Wilson            Vice President                    None
2 Side Hill Road
Westport, CT 06880

Bernard J. Wolocko           Vice President                    None
33915 Grand River
Farmington, MI 48335

William Harvey Young+        Vice President                    None    


   * Two World Trade Center, New York, NY 10048-0203    
   + 3410 South Galena St., Denver, CO 80231    

     (c)  Not applicable.

Item 30.  Location of Accounts and Records
          --------------------------------

     The accounts, books and other documents required to be maintained by
     Registrant pursuant to Section 31(a) of the Investment Company Act
     of 1940 and rules promulgated thereunder are in the possession of
     Oppenheimer Management Corporation at its offices at 3410 South
     Galena Street, Denver, Colorado 80231.

Item 31.  Management Services
          -------------------

     Not applicable.

Item 32.  Undertakings
          ------------

     (a)  Not applicable.

     (b)  Not applicable.




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver and State of Colorado on
the 28th day of August, 1995.

                                    OPPENHEIMER EQUITY INCOME FUND

                                     By:/s/James C. Swain*
                                     --------------------------
                                     James C. Swain, Chairman

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:

Signatures                      Title                       Date
- ----------                      -----                    __________  
/s/James C. Swain*              Chairman, Trustee        August 28, 1995
- --------------                  & Principal Executive
James C. Swain                  Officer


/s/George C. Bowen*             Vice President;          August 28, 1995
- ------------------              Treasurer & Principal  
George C. Bowen                 Financial and Accounting 
                                Officer

/s/Jon S. Fossel*
- ------------------              President and Trustee    August 28, 1995
Jon S. Fossel                   

/s/Robert G. Avis*
- ------------------              Trustee                  August 28, 1995
Robert G. Avis

/s/William A. Baker*            Trustee                  August 28, 1995
- -----------------               
William A. Baker                

/s/Charles Conrad, Jr.*         Trustee                  August 28, 1995   
- ------------------
Charles Conrad, Jr.

/s/Raymond J. Kalinowski*
- ----------------------          Trustee                  August 28, 1995
Raymond J. Kalinowski

/s/C. Howard Kast*              Trustee                August 28, 1995
- -----------------------
C. Howard Kast

/s/Robert M. Kirchner*          Trustee              August 28, 1995 
- -----------------------
Robert M. Kirchner

/s/Ned M. Steel*                Trustee              August 28, 1995
- -----------------------
Ned M. Steel

     /s/ Robert G. Zack
*By:  --------------------------------
      Robert G. Zack, Attorney-in-Fact  



                               EXHIBIT INDEX
                               _ _ _ _ _ _ _
                                

Form N-1A                                            
Item No.                        Description          
- -------------                   -------------        
24(b)(1)                        Amended and Restated Declaration of Trust
                                dated 8/4/95

24(b)(4)(iii)                   Specimen Class C Share Certificate

24(b)(15)(iii)                  Distribution and Service Plan and Agreement
                                for Class C Shares dated 8/4/95

EX-3

AMENDED AND RESTATED
DECLARATION OF TRUST
OF
OPPENHEIMER EQUITY INCOME FUND


     This AMENDED AND RESTATED DECLARATION OF TRUST, made as of August 4,
1995, by and among the individuals executing this Amended and Restated
Declaration of Trust as the Trustees.

     WHEREAS, the Trustees established Oppenheimer Equity Income Fund (the
"Fund" or the "Trust") as a trust fund under the laws of the Commonwealth
of Massachusetts for the investment and reinvestment of funds contributed
thereto under a Declaration of Trust dated August 15, 1986;

     WHEREAS, the Declaration of Trust dated August 15, 1986 was replaced
by an Amended and Restated Declaration of Trust dated August 12, 1993 to
designate an additional class of shares of the Trust as Class B;

     WHEREAS, pursuant to Section (C) of Article FOURTH, the Trustees of
the Trust have authorized the issuance of a third class of shares pursuant
to Section (C) Article FOURTH, which shall be designated as Class C;

     WHEREAS, the Trustees desire to make certain permitted changes to
said Declaration of Trust;

     WHEREAS, such changes have been approved by the Fund's shareholders;

     NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall henceforth be held and
managed under this Amended and Restated Declaration of Trust IN TRUST as
herein set forth below.
     
     FIRST:  This Trust shall be known as OPPENHEIMER EQUITY INCOME FUND. 
The address of the Trust is 3410 South Galena Street, Denver, Colorado,
80231.  The Registered Agent for Service in Massachusetts is Massachusetts
Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts, 01111, Attention:  Legal Department.

     SECOND:  Whenever used herein, unless otherwise required by the
context or specifically provided:

     1.  All terms used in this Declaration of Trust that are defined in
the 1940 Act (defined below) shall have the meanings given to them in the
1940 Act.

     2.  "Board" or "Board of Trustees" or the "Trustees" means the Board
of Trustees of the Trust.

     3.  "By-Laws" means the By-Laws of the Trust as amended from time to
time.

     4.  "Class" means a class of a series of Shares (as defined below) of
the Trust established and designated under or in accordance with the
provisions of Article FOURTH.

     5.  "Commission" means the Securities and Exchange Commission.

     6.  "Declaration of Trust" means this Amended and Restated
Declaration of Trust as it may be amended or restated from time to time.

     7.  The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations of the Commission thereunder, all as amended
from time to time.

     8.  "Series" refers to series of Shares of the Trust established and
designated under or in accordance with the provisions of Article FOURTH.

     9.  "Shareholder" means a record owner of Shares of the Trust.

     10.     "Shares" refers to the transferable units of interest into
which the beneficial interest in the Trust or any Series or Class of the
Trust (as the context may require) shall be divided from time to time and
includes fractions of Shares as well as whole Shares.

     11.     The "Trust" refers to the Massachusetts business trust created
by this Declaration of Trust, as amended or restated from time to time.

     12.     "Trustees" refers to the individual trustees in their capacity
as trustees hereunder of the Trust and their successor or successors for
the time being in office as such trustees.

     THIRD:  The purpose or purposes for which the Trust is formed and the
business or objects to be transacted, carried on and promoted by it are
as follows:

     1.  To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise, sell, sell short,
assign, negotiate, transfer, exchange or otherwise dispose of or turn to
account or realize upon, securities (which term "securities" shall for the
purposes of this Declaration of Trust, without limitation of the
generality thereof, be deemed to include any stocks, shares, bonds,
financial futures contracts, indexes, debentures, notes, mortgages or
other obligations, and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests therein,
or in any property or assets) created or issued by any issuer (which term
"issuer" shall for the purposes of this Declaration of Trust, without
limitation of the generality thereof be deemed to include any persons,
firms, associations, corporations, syndicates, combinations,
organizations, governments, or subdivisions thereof) and in financial
instruments (whether they are considered as securities or commodities);
and to exercise, as owner or holder of any securities or financial
instruments, all rights, powers and privileges in respect thereof; and to
do any and all acts and things for the preservation, protection,
improvement and enhancement in value of any or all such securities or
financial instruments.

     2.  To borrow money and pledge assets in connection with any of the
objects or purposes of the Trust, and to issue notes or other obligations
evidencing such borrowings, to the extent permitted by the 1940 Act and
by the Trust's fundamental investment policies under the 1940 Act.

     3.  To issue and sell its Shares in such Series and Classes and
amounts and on such terms and conditions, for such purposes and for such
amount or kind of consideration (including without limitation thereto,
securities) now or hereafter permitted by the laws of the Commonwealth of
Massachusetts and by this Declaration of Trust, as the Trustees may
determine.

     4.  To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel its Shares, or to classify or reclassify any
unissued Shares or any Shares previously issued and reacquired of any
Series or Class into one or more Series or Classes that may have been
established and designated from time to time,  all without the vote or
consent of the Shareholders of the Trust, in any manner and to the extent
now or hereafter permitted by this Declaration of Trust.

     5.  To conduct its business in all its branches at one or more
offices in New York, Colorado  and elsewhere in any part of the world,
without restriction or limit as to extent.

     6.  To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as
the owner or holder of any stock of, or share of interest in, any issuer,
and in connection therewith to make or enter into such deeds or contracts
with any issuers and to do such acts and things and to exercise such
powers, as a natural person could lawfully make, enter into, do or
exercise.

     7.  To do any and all such further acts and things and to exercise
any and all such further powers as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out
or attainment of all or any of the foregoing purposes or objects.

         The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to,
or inference from, the terms of any other clause of this or any other
Article of this Declaration of Trust, and shall each be regarded as
independent and construed as powers as well as objects and purposes, and
the enumeration of specific purposes, objects and powers shall not be
construed to limit or restrict in any manner the meaning of general terms
or the general powers of the Trust now or hereafter conferred by the laws
of the Commonwealth of Massachusetts nor shall the expression of one thing
be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry
on any business, or exercise any powers, in any state, territory, district
or country except to the extent that the same may lawfully be carried on
or exercised under the laws thereof.

     FOURTH: (A)  The beneficial interest in the Trust shall be divided
into Shares, all without par value, but the Trustees shall have the
authority from time to time, without obtaining Shareholder approval, to
create one or more Series of Shares in addition to the Series specifically
established and designated in part (C) of this Article FOURTH, and to
divide the shares of any Series into two or more Classes pursuant to Part
(B) of this Article FOURTH, all as they deem necessary or desirable, to
establish and designate such Series and Classes, and to fix and determine
the relative rights and preferences as between the different Series or
Classes of Shares as to right of redemption and the price, terms and
manner of redemption, liabilities and expenses to be borne by any Series
or Class, special and relative rights as to dividends and other
distributions and on liquidation, sinking or purchase fund provisions,
conversion on liquidation, conversion rights, and conditions under which
the several Series or Classes of Shares shall have individual voting
rights or no voting rights.  Except as aforesaid, all Shares of the
different Series shall be identical.

         The number of authorized Shares and the number of Shares of each
Series and each Class of a Series that may be issued is unlimited, and the
Trustees may issue Shares of any Series or Class of any Series for such
consideration and on such terms as they may determine (or for no
consideration if pursuant to a Share dividend or split-up), all without
action or approval of the Shareholders.  All Shares when so issued on the
terms determined by the Trustees shall be fully paid and non-assessable. 
The Trustees may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any Series into one or more Series or
Classes of Series that may be established and designated from time to
time.  The Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may
determine, or cancel, at their discretion from time to time, any Shares
of any Series reacquired by the Trust.

         The establishment and designation of any Series or any Class of
any Series in addition to that established and designated in part (C) of
this Article FOURTH  shall be effective upon the execution by a majority
of the Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such Series or such
Class of such Series or as otherwise provided in such instrument.  At any
time that there are no Shares outstanding of any particular Series
previously established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that Series and the
establishment and designation thereof.  Each instrument referred to in
this paragraph shall be an amendment to this Declaration of Trust, and the
Trustees may make any such amendment without shareholder approval.

         Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold
and dispose of Shares of any Series or Class of any Series of the Trust
to the same extent as if such person were not a Trustee, officer or other
agent of the Trust; and the Trust may issue and sell or cause to be issued
and sold and may purchase Shares of any Series or Class of any Series from
any such person or any such organization subject only to the general
limitations, restrictions or other provisions applicable to the sale or
purchase of Shares of such Series or Class generally.

     (B)     The Trustees shall have the authority from time to time,
without obtaining shareholder approval, to divide the Shares of any Series
into two or more Classes as they deem necessary or desirable, and to
establish and designate such Classes.  In such event, each Class of a
Series shall represent interests in the designated Series of the Trust and
have such voting, dividend, liquidation and other rights as may be
established and designated by the Trustees.  Expenses related directly or
indirectly to the Shares of a Class of a Series may be borne solely by
such Class (as shall be determined by the Trustees) and, as provided in
Article FIFTH, a Class of a Series may have exclusive voting rights with
respect to matters relating solely to such Class.  The bearing of expenses
solely by a Class of Shares of a Series shall be appropriately reflected
(in the manner determined by the Trustees) in the net asset value,
dividend and liquidation rights of the Shares of such Class of a Series. 
The division of the Shares of a Series into Classes and the terms and
conditions pursuant to which the Shares of the Classes of a Series will
be issued must be made in compliance with the 1940 Act.  No division of
Shares of a Series into Classes shall result in the creation of a Class
of Shares having a preference as to dividends or distributions or a
preference in the event of any liquidation, termination or winding up of
the Trust, to the extent such a preference is prohibited by Section 18 of
the 1940 Act as to the Trust.

         The relative rights and preferences of Shares of different
Classes shall be the same in all respects except that, unless and until
the Board of Trustees shall determine otherwise:  (i) when a vote of
Shareholders is required under this Declaration of Trust or when a meeting
of Shareholders is called by the Board of Trustees, the Shares of a Class
shall vote exclusively on matters that affect that Class only, (ii) the
expenses related to a Class shall be borne solely by such Class (as
determined and allocated to such Class by the Trustees from time to time
in a manner consistent with parts (B) and (C) of this Article FOURTH); 
and (iii) pursuant to paragraph 10 of Article NINTH, the Shares of each
Class shall have such other rights and preferences as are set forth from
time to time in the then-effective Prospectus and/or Statement of
Additional Information relating to the Shares.  Dividends and
distributions on one class may differ from the dividends and distributions
on another Class, and the net asset value of the Shares of one Class may
differ from the net asset value of the Shares of another Class.

     (C)     Without limiting the authority of the Trustees set forth in
part (A) of this Article FOURTH to establish and designate any further
Series, the Trustees hereby establish one Series of Shares having the same
name as the Trust, and said Series shall be divided into three Classes,
which shall be designated Class A, Class B and Class C.  The Shares of
that Series and any Shares of any further Series or Classes that may from
time to time be established and designated by the Trustees shall (unless
the Trustees otherwise determine with respect to some further Series or
Classes at the time of establishing and designating the same) have the
following relative rights and preferences:

         (i)     Assets Belonging to Series.  All consideration received
by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may  be, shall irrevocably belong to
that Series for all purposes, subject only to the rights of creditors, and
shall be so recorded upon the books of account of the Trust.  Such
consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or payments derived from any reinvestment of
such proceeds, in whatever form the same may be, together with any General
Items allocated to that Series as provided  in the following sentence, are
herein referred to as "assets belonging to" that Series.  In the event
that there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series (collectively "General Items"), the
Trustees shall allocate such General Items to and among any one or more
of the Series established and designated from time to time in such manner
and on such basis as they, in their sole discretion, deem fair and
equitable; and any General Items so allocated to a particular Series shall
belong to that Series.  Each such allocation by the Trustees shall be
conclusive and binding upon the shareholders of all Series for all
purposes.

         (ii)     (a)  Liabilities Belonging to Series.  The assets
belonging to each particular Series shall be charged with the liabilities
of the Trust in respect of that Series and all expenses, costs, charges
and reserves attributable to that Series.  Any general liabilities,
expenses, costs, charges or reserves of the Trust which are not
identifiable as belonging to any particular Series shall be allocated and
charged by the Trustees to and among any one or more of the Series
established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable. 
The liabilities, expenses, costs, charges and reserves allocated and so
charged to each Series are herein referred to as "liabilities belonging
to" that Series.  Each allocation of liabilities, expenses, costs, charges
and reserves by the Trustees shall be conclusive and binding upon the
shareholders of all Series for all purposes.

             (b)   Liabilities Belonging to a Class.  If a Series is
divided into more than one Class, the liabilities, expenses, costs,
charges and reserves attributable to a Class shall be charged and
allocated to the Class to which such liabilities, expenses, costs, charges
or reserves are attributable.  Any general liabilities, expenses, costs,
charges or reserves belonging to the Series which are not identifiable as
belonging to any particular Class shall be allocated and charged by the
Trustees to and among any one or more of the Classes established and
designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable.  The
liabilities, expenses, costs, charges and reserves allocated and so
charged to each Class are herein referred to as "liabilities belonging to"
that Class.  Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the holders
of all Classes for all purposes.

             (iii)   Dividends.  Dividends and distributions on Shares of
a particular Series or Class may be paid to the holders of Shares of that
Series or Class, with such frequency as the Trustees may determine, which
may be daily or otherwise, pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees may
determine, from such of the income and capital gains, accrued or realized,
from the assets belonging to that Series or Class, as the Trustees may
determine, after providing for actual and accrued liabilities belonging
to such Series or Class.  All dividends and distributions on Shares of a
particular Series or Class shall be distributed pro rata to the
Shareholders of such Series or Class in proportion to the number of Shares
of such Series or Class held by such Shareholders at the date and time of
record established for the payment of such dividends or distributions,
except that in connection with any dividend or distribution program or
procedure the Trustees may determine that no dividend or distribution
shall be payable on Shares as to which the Shareholder's purchase order
and/or payment have not been received by the time or times established by
the Trustees under such program or procedure.  Such dividends and
distributions may be made in cash or Shares or a combination thereof as
determined by the Trustees or pursuant to any program that the Trustees
may have in effect at the time for the election by each Shareholder of the
mode of the making of such dividend or distribution to that Shareholder. 
Any such dividend or distribution paid in Shares will be paid at the net
asset value thereof as determined in accordance with paragraph 13 of
Article SEVENTH.

         (iv)  Liquidation.  In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series and all Classes
of each Series that have been established and designated shall be entitled
to receive, as a Series or Class, when and as declared by the Trustees,
the excess of the assets belonging to that Series over the liabilities
belonging to that Series or Class.  The assets so distributable to the
Shareholders of any particular Class or Series shall be distributed among
such Shareholders in proportion to the number of Shares of such Class of
that Series held by them and recorded on the books of the Trust. 

         (v)     Transfer.  All Shares of each particular Series or Class
shall be transferable, but transfers of Shares of a particular Class or
Series will be recorded on the Share transfer records of the Trust
applicable to such Series or Class only at such times as Shareholders
shall have the right to require the Trust to redeem Shares of such Series
or Class and at such other times as may be permitted by the Trustees.

         (vi)  Equality.  All Shares of each Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to such Series or any Class of that
Series), and each Share of any particular Series shall be equal to each
other Share of that Series and Shares of each Class of a Series shall be
equal to each other Share of such Class; but the provisions of this
sentence shall not restrict any distinctions permissible under subsection
(iii) of part (C) of this Article FOURTH that may exist with respect to
Shares of a Series or the different Classes of a Series.  The Trustees may
from time to time divide or combine the Shares of any particular Class or
Series into a greater or lesser number of Shares of that Class or Series
without thereby changing the proportionate beneficial interest in the
assets belonging to that Class or Series or in any way affecting the
rights of Shares of any other Class or Series.

         (vii)  Fractions.  Any fractional Share of any Class and Series,
if any such fractional Share is outstanding, shall carry proportionately
all the rights and obligations of a whole Share of that Class and Series,
including those rights and obligations with respect to voting, receipt of
dividends and distributions, redemption of Shares, and liquidation of the
Trust.

         (viii) Conversion Rights.  Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide whether (i) holders of Shares of any Series shall have the right
to exchange said Shares into Shares of one or more other Series of Shares,
(ii) holders of shares of any Class shall have the right to exchange said
Shares into Shares of one or more other Classes of the same or a different
Series, and/or (iii) the Trust shall have the right to carry out exchanges
of the aforesaid kind, in each case in accordance with such requirements
and procedures as may be established by the Trustees.

         (ix)    Ownership of Shares.  The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for
the Trust, which books shall be maintained separately for the Shares of
each Class and Series that has been established and designated.  No
certification certifying the ownership of Shares need be issued except as
the Trustees may otherwise determine from time to time.  The Trustees may
make such rules as they consider appropriate for the issuance of Share
certificates, the use of facsimile signatures, the transfer of Shares and
similar matters.  The record books of the Trust as kept by the Trust or
any transfer or similar agent, as the case may be, shall be conclusive as
to who are the Shareholders and as to the  number of Shares of each Class
and Series held from time to time by each such Shareholder.

         (x)     Investments in the Trust.  The Trustees may accept
investments in the Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as
they from time to time authorize.  The Trustees may authorize any
distributor, principal underwriter, custodian, transfer agent or other
person to accept orders for the purchase or sale of Shares that conform
to such authorized terms and to reject any purchase or sale orders for
Shares whether or not conforming to such authorized terms.

     FIFTH:  The following provisions are hereby adopted with respect to
voting Shares of the Trust and certain other rights:

     1.  The Shareholders shall have the power to vote (i) for the
election of Trustees when that issue is submitted to them, (ii) with
respect to the amendment of this Declaration of Trust except where the
Trustees are given authority to amend the Declaration of Trust without
shareholder approval, (iii) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a
class action on behalf of the Trust or the Shareholders, and (iv) with
respect to those matters relating to the Trust as may be required by the
1940 Act or required by law, by this Declaration of Trust, or the  By-Laws
of the Trust or any registration statement of the Trust filed with the
Commission or any State, or as the Trustees may consider desirable.

     2.  The Trust will not hold shareholder meetings unless required by
the 1940 Act, the provisions of this Declaration of Trust, or any other
applicable law.  The Trustees may call a meeting of Shareholders.

     3.  At all meetings of Shareholders, each Shareholder shall be
entitled to one vote on each matter submitted to a vote of the
Shareholders of the affected Series for each Share standing in his name
on the books of the Trust on the date, fixed in accordance with the By-
Laws, for determination of Shareholders of the affected Series entitled
to vote at such meeting (except, if the Board so determines, for Shares
redeemed prior to the meeting), and each such Series shall vote separately
("Individual Series Voting"); a Series shall be deemed to be affected when
a vote of the holders of that Series on a matter is required by the 1940
Act; provided, however, that as to any matter with respect to which a vote
of Shareholders is required by the 1940 Act or by any applicable law that
must be complied with, such requirements as to a vote by Shareholders
shall apply in lieu of Individual Series Voting as described above.  If
the shares of a Series shall be divided into Classes as provided in
Article FOURTH, the shares of each Class shall have identical voting
rights except that the Trustees, in their discretion, may provide a Class
of a Series with exclusive voting rights with respect to matters which
relate solely to such Classes.  If the Shares of any Series shall be
divided into Classes with a Class having exclusive voting rights with
respect to certain matters, the quorum and voting requirements described
below with respect to action to be taken by the Shareholders of the Class
of such Series on such matters shall be applicable only to the Shares of
such Class.  Any fractional Share shall carry proportionately all the
rights of a whole Share, including the right to vote and the right to
receive dividends.  The presence in person or by proxy of the holders of
one-third of the Shares, or of the Shares of any Series or Class of any
Series, outstanding  and entitled to vote thereat shall constitute a
quorum at any meeting of the Shareholders or of that Series or Class,
respectively; provided however, that if any action to be taken by the
Shareholders or by a Series or Class at a meeting requires an affirmative
vote of a majority, or more than a majority, of the shares outstanding and
entitled to vote, then in such event the presence in person or by proxy
of the holders of a majority of the shares outstanding and entitled to
vote at such a meeting shall constitute a quorum for all purposes. 
Trustees shall be elected by a plurality vote.  In all other cases, at a
meeting at which a quorum is present, a vote of the majority of the quorum
shall be sufficient to transact all business at the meeting.  If at any
meeting of the Shareholders there shall be less than a quorum present, the
Shareholders or the Trustees present at such meeting may, without further
notice, adjourn the same from time to time until a quorum shall attend,
but no business shall be transacted at any such adjourned meeting except
such as might have been lawfully transacted had the meeting not been
adjourned.

     4.  Each Shareholder of a Series or Class, upon request to the Trust
in proper form determined by the Trust, shall be entitled to require the
Trust to redeem from the net assets of that Series or Class all or part
of the Shares of such Series or Class standing in the name of such
Shareholder.  The method of computing such net asset value, the time at
which such net asset value shall be computed and the time within which the
Trust shall make payment therefor, shall be determined as hereinafter
provided in Article SEVENTH of this Declaration of Trust.  Notwithstanding
the foregoing, the Trustees, when permitted or required to do so by the
1940 Act, may suspend the right of the Shareholders to require the Trust
to redeem Shares.

     5.  No Shareholder shall, as such holder, have any right to purchase
or subscribe for any security of the Trust which it may issue or sell,
other than such right, if any, as the Trustees, in their discretion, may
determine.

     6.  All persons who shall acquire Shares shall acquire the same
subject to the provisions of the Declaration of Trust.

     7.  Cumulative voting for the election of Trustees shall not be
allowed.


     SIXTH: (A)  The persons who shall act as initial Trustees until the
first meeting or until their successors are duly chosen and qualify are
the initial trustees executing this Declaration of Trust or any
counterpart thereof.  However, the By-Laws of the Trust may fix the number
of Trustees at a number greater or lesser than the number of initial
Trustees and may authorize the Trustees to increase or decrease the number
of Trustees, to fill any vacancies on the Board which may occur for any
reason including any vacancies created by any such increase in the number
of Trustees, to set and alter the terms of office of the Trustees and to
lengthen or lessen their own terms of office or make their terms of office
of indefinite duration, all subject to the 1940 Act.  Unless otherwise
provided by the By-Laws of the Trust, the Trustees need not be
Shareholders.

         (B)     A Trustee at any time may be removed either with or
without cause by resolution duly adopted by the affirmative vote of the
holders of two-thirds of the outstanding Shares, present in person or by
proxy at any meeting of Shareholders called for such purpose; such a
meeting shall be called by the Trustees when requested in writing to do
so by the record holders of not less  than ten per centum of the
outstanding Shares. A Trustee may also be removed by the Board of Trustees
as provided in the By-Laws of the Trust. 

         (C)     The Trustees shall make available a list of names and
addresses of all Shareholders as recorded on the books of the Trust, upon
receipt of the request in writing signed by not less than ten Shareholders
(who have been shareholders for at least six months) holding in the
aggregate shares of the Trust valued at not less than $25,000 at current
offering price (as defined in the Trust's Prospectus and/or Statement of
Additional Information) or holding not less than 1% in amount of the
entire amount of Shares issued and outstanding; such request must state
that such Shareholders wish to communicate with other shareholders with
a view to obtaining signatures to a request for a meeting to take action
pursuant to part (B) of this Article SIXTH and be accompanied by a form
of communication to the Shareholders.  The Trustees may, in their
discretion, satisfy their obligation under this part (C) by either making
available the Shareholder list to such Shareholders at the principal
offices of the Trust, or at the offices of the Trust's transfer agent,
during regular business hours, or by mailing a copy of such communication
and form of request, at the expense of such requesting Shareholders, to
all other Shareholders, and the Trustees may also take such other action
as may be permitted under Section 16(c) of the 1940 Act.  

         (D)     The Trust may at any time or from time to time apply to
the Commission for one or more exemptions from all or part of said Section
16(c) of the 1940 Act and, if an exemptive order or orders are issued by
the Commission, such order or orders shall be deemed part of said Section
16(c) of the 1940 Act for the purposes of parts (B) and (C) of this
Article SIXTH.  

     SEVENTH:  The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Trust, the Trustees
and the Shareholders.

     1.  As soon as any Trustee is duly elected by the Shareholders or the
Trustees and shall have accepted this Trust, the Trust estate shall vest
in the new Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he or she shall be deemed a
Trustee hereunder.

     2.  The death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them, shall not operate to annul
or terminate the Trust but the Trust shall continue in full force and
effect pursuant to the terms of this Declaration of Trust.

     3.  The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee
hereunder by the Trustees or any successor Trustees.  All of the assets
of the Trust shall at all times be considered as vested in the Trustees. 
No Shareholder shall have, as a holder of beneficial interest in the
Trust, any authority, power or right whatsoever to transact business for
or on behalf of the Trust, or on behalf of the Trustees, in connection
with the property or assets of the Trust, or in any part thereof.

     4.  The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders.  The Trustees
shall have full power and authority to do any and all acts and to make and
execute, and to authorize the officers and agents of the Trust to make and
execute, any and  all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust. 
The Trustees shall not in any way be bound or limited by present or future
laws or customs in regard to Trust investments, but shall have full
authority and power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. Subject to any applicable limitation in this Declaration of
Trust or by the By-Laws of the Trust, the Trustees shall have power and
authority:

         (a)     to adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve that right
to the Shareholders;

         (b)     to elect and remove such officers and appoint and
terminate such officers as they consider appropriate with or without
cause, and to appoint and designate from among the Trustees such
committees as the Trustees may determine, and to terminate any such
committee and remove any member of such committee; 

         (c)     to employ a bank or trust company as custodian of any
assets of the Trust subject to any conditions set forth in this
Declaration of Trust or in the By-Laws;

         (d)     To retain a transfer agent and shareholder servicing
agent, or both;

         (e)     To provide for the distribution of Shares either through
a principal underwriter or the Trust itself or both;

         (f)     To set record dates in the manner provided for in the By-
Laws of the Trust;

         (g)     to delegate such authority as they consider desirable to
any officers of the Trust and to any agent, custodian or underwriter;

         (h)     to vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property held in
Trust hereunder; and to execute and deliver powers of attorney to such
person or persons as the Trustees shall deem proper, granting to such
person or persons such power and discretion with relation to securities
or property as the Trustees shall deem proper;

         (i)     to exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities held in trust
hereunder;

         (j)     to hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form,
either in its own name or in the name of a custodian or a nominee or
nominees, subject in either case to proper safeguards according to the
usual practice of Massachusetts business trusts or investment companies;

         (k)     to consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern, any
security of which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or  sale of property by such corporation or concern,
and to pay calls or subscriptions with respect to any security held in the
Trust;

         (l)     to compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy including, but
not limited to, claims for taxes;

         (m)     to make, in the manner provided in the By-Laws,
distributions of income and of capital gains to Shareholders;

         (n)     to borrow money to the extent and in the manner permitted
by the 1940 Act and the Trust's fundamental policy thereunder as to
borrowing;

         (o)     to enter into investment advisory or management contracts,
subject to the 1940 Act, with any one or more corporations, partnerships,
trusts, associations or other persons; 

         (p)     to change the name of the Trust or any Class or Series of
the Trust as they consider appropriate without prior shareholder approval;

         (q)     to establish Trustees' fees or compensation and fees or
compensation for committees of the Trustees to be paid by the Trust or
each Series thereof in such manner and amount as the Trustees may
determine. 

     5.  No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to
the application of any payments made or property transferred to the
Trustees or  upon their order.

     6.  (a)     The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at
any time personally agree to pay by way of subscription to any Shares or
otherwise.  There is hereby expressly disclaimed shareholder liability for
the acts and obligations of the Trust. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust or the Trustees relating
to the Trust shall include a notice and provision limiting the obligation
represented thereby to the Trust and its assets (but the omission of such
notice and provision shall not operate to impose any liability or
obligation on any Shareholder).

         (b)     Whenever this Declaration of Trust calls for or permits
any action to be taken by the Trustees hereunder, such action shall mean
that taken by the Board of Trustees by vote of the majority of a quorum
of Trustees as set forth from time to time in the By-Laws of the Trust or
as required by the 1940 Act.

         (c)     The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein
contained  such as may be necessary or convenient in the conduct of any
business or enterprise of the Trust, to do and perform anything necessary,
suitable, or proper for the accomplishment of any of the purposes, or the
attainment of any one or more of the objects, herein enumerated, or which
shall at any time appear conducive to or expedient for the protection or
benefit of the Trust, and to do and perform all other acts and things
necessary or incidental to the purposes herein before set forth, or that
may be deemed necessary by the Trustees.

         (d)     The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act,  to determine conclusively whether any
moneys, securities, or other properties of the Trust are, for the purposes
of this Trust, to be considered as capital or income and in what manner
any expenses or disbursements are to be borne as between capital and
income whether or not in the absence of this provision such moneys,
securities, or other properties would be regarded as capital or income and
whether or not in the absence of this provision such expenses or
disbursements would ordinarily be charged to capital or to income.

     7.  The By-Laws of the Trust may divide the Trustees into classes and
prescribe the tenure of office of the several classes, but no class of
Trustee shall be elected for a period shorter than that from the time of
the election following the division into classes until the next meeting
and thereafter for a period shorter than the interval between meetings or
for a period longer than five years, and the term of office of at least
one class shall expire each year.

     8.  The Shareholders shall have the right to inspect the records,
documents, accounts and books of the Trust, subject to reasonable
regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations, such right shall be exercised.

     9.  Any officer elected or appointed by the Trustees or by the
Shareholders or otherwise, may be removed at any time, with or without
cause, in such lawful manner as may be provided in the By-Laws of the
Trust.

     10.     If the By-Laws so provide, the Trustees shall have power to
hold their meetings, to have an office or offices and, subject to the
provisions of the laws of Massachusetts, to keep the books of the Trust
outside of said Commonwealth at such places as may from time to time be
designated by them.  Action may be taken by the Trustees without a meeting
by unanimous written consent or by telephone or similar method of
communication.

     11.     Securities held by the Trust shall be voted in person or by
proxy by the President or a Vice-President, or such officer or officers
of the Trust as the Trustees shall designate for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees, except as
otherwise ordered by vote of the holders of a majority of the Shares
outstanding and entitled to vote in respect thereto.

     12.     (a)     Subject to the provisions of the 1940 Act, any
Trustee, officer or employee, individually, or any partnership of which
any Trustee, officer or employee may be a member, or any corporation or
association of which any Trustee, officer or employee may be an officer,
director, trustee, employee or stockholder, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of the
Trust, and in the absence of fraud no contract or other transaction shall
be hereby affected or invalidated; provided that in such case a Trustee,
officer or employee or a partnership, corporation or association of which
a Trustee, officer or employee is a member, officer, director, trustee,
employee or stockholder is so interested, such fact shall be disclosed or
shall have been known to the Trustees including those Trustees who are
neither "interested" nor "affiliated" persons as those terms are defined
in the 1940 Act, or a majority thereof; and any Trustee who is so
interested, or who is also a director, officer, trustee, employee or
stockholder of such other corporation or a member of such partnership or
association which is so interested, may be counted in determining the
existence of a quorum at any meeting of the Trustees which shall authorize
any such contract or transaction, and may vote thereat to authorize any
such contract or transaction, with like force and effect as if he were not
such director, officer, trustee, employee or stockholder of such other
trust or corporation or association or a member of a partnership so
interested.

         (b)     Specifically, but without limitation of the foregoing, the
Trust may enter into a management or investment advisory contract or
underwriting contract and other contracts with, and may otherwise do
business with any manager or investment adviser for the Trust and/or
principal underwriter of the Shares of the Trust or any subsidiary or
affiliate of any such manager or investment adviser and/or principal
underwriter and may permit any such firm or corporation to enter into any
contracts or other arrangements with any other firm or corporation
relating to the Trust notwithstanding that the Trustees of the Trust may
be composed in part of partners, directors, officers or employees of any
such firm or corporation, and officers of the Trust may have been or may
be or become partners, directors, officers or employees of any such firm
or corporation, and in the absence of fraud the Trust and any such firm
or corporation may deal freely with each other, and no such contract or
transaction between the Trust and any such firm or corporation shall be
invalidated or in any way affected thereby, nor shall any Trustee or
officer of the Trust be liable to the Trust or to any Shareholder or
creditor thereof or to any other person for any loss incurred by it or him
or her solely because of the existence of any such contract or
transaction; provided that nothing herein shall protect any director or
officer of the Trust against any liability to the Trust 
or to its security holders to which he or she would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.

         (c)(1)  As used in this paragraph the following terms shall have
the meanings set forth below:

             (i)     the term "indemnitee" shall mean any present or former
Trustee, officer or employee of the Trust, any present or former Trustee
or officer of another trust or corporation whose securities are or were
owned by the Trust or of which the Trust is or was a creditor and who
served or serves in such capacity at the request of the Trust, and the
heirs, executors, administrators, successors and assigns of any of the
foregoing; however, whenever conduct by an indemnitee is referred to, the
conduct shall be that of the original indemnitee rather than that of the
heir, executor, administrator, successor or assignee;

             (ii)    the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which an indemnitee
is or was a party or is threatened to be made a party by reason of the
fact or facts under which he or she or it is an indemnitee as defined
above;

             (iii)   the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office in question;

             (iv)    the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by an indemnitee in connection
with a covered proceeding; and

             (v)     the term "adjudication of liability" shall mean, as
to any covered proceeding and as to any indemnitee, an adverse
determination as to the indemnitee whether by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent.

         (d)     The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an
adjudication of liability against such indemnitee expressly based on a
finding of disabling conduct.

         (e)     Except as set forth in paragraph (d) above, the Trust
shall indemnify any indemnitee for covered expenses in any covered
proceeding, whether or not there is an adjudication of liability as to
such indemnitee if a determination has been made that the indemnitee was
not liable by reason of disabling conduct by (1) a final decision on the
merits of the court or other body before which the covered proceeding was
brought; or (2) in the absence of such decision, a reasonable
determination, based on a review of the facts, by either (A) the vote of
a majority of a quorum of Trustees who are neither "interested persons"
as defined in the 1940 Act nor parties to the covered proceedings, or (B)
an independent legal counsel in a written opinion; provided that such
Trustees or counsel, in making such determination, may but need not
presume the absence of disabling conduct on the part of the indemnitee by
reason of the manner in which the covered proceeding was terminated. 

         (f)     Covered expenses incurred by an indemnitee in connection
with a covered proceeding shall be advanced by the Trust to an indemnitee
prior to the final disposition of a covered proceeding upon the request
of the indemnitee for such advance and the undertaking by or on behalf of
the indemnitee to repay the advance unless it is ultimately determined
that the indemnitee is entitled to indemnification hereunder, but only if
one or more of the following is the case:  (i)  the indemnitee shall
provide a security for such undertaking;  (ii) the Trust shall be insured
against losses arising out of any lawful advances; or (iii) there shall
have been a determination, based on a review of the readily available
facts (as opposed to a full trial-type inquiry) that there is a reason to
believe that the indemnitee ultimately will be found entitled to
indemnification by either independent legal counsel in a written opinion
or by the vote of a majority of a quorum of trustees who are neither
"interested persons" as defined in the 1940 Act nor parties to the covered
proceeding.  

         (g)     Nothing herein shall be deemed to affect the right of the
Trust and/or any indemnitee to acquire and pay for any insurance covering
any or all indemnities to the extent permitted by the 1940 Act or to
affect any other indemnification rights to which any indemnitee may be
entitled to the extent permitted by the 1940 Act.  

     13.     For purposes of the computation of net asset value, as in this
Declaration of Trust referred to, the following rules shall apply:
         
         (a)     The net asset value per Share of any Series, as of the
time of valuation on any day, shall be the quotient obtained by dividing
the value, as at such time, of the net assets of that Series (i.e., the
value of the assets of that Series less its liabilities exclusive of its
surplus) by the total number of Shares of that Series outstanding at such
time.  The assets and liabilities of any Series shall be determined in
accordance with generally accepted accounting principles, provided,
however, that in determining the liabilities of any Series there shall be
included such reserves as may be authorized or approved by the Trustees,
and provided further that in connection with the accrual of any fee or
refund payable to or by an investment advisor of the Trust for such
Series, the amount of which accrual is not definitely determinable as of
any time at which the net asset value of each Share of that Series is
being determined due to the contingent nature of such fee or refund, the
Trustees are authorized to establish from time to time formulae for such
accrual, on the basis of the contingencies in question to the date of such
determination, or on such other basis as the Trustees may establish.

             (1)     Shares of a Series to be issued shall be
         deemed to be outstanding as of the time of the
         determination of the net asset value per Share
         applicable to such issuance and the net price thereof
         shall be deemed to be an asset of that Series;

             (2)     Shares of a Series to be redeemed by the
         Trust shall be deemed to be outstanding until the time
         of the determination of the net asset value applicable
         to such redemption, and thereupon, and until paid, the
         redemption price thereof shall be deemed to be a
         liability of that Series; and 

             (3)     Shares of a Series voluntarily purchased or
         contracted to be purchased by the Trust pursuant to the
         provisions of paragraph 4 of Article FIFTH shall be
         deemed to be outstanding until whichever is the later of
         (i) the time of the making of such purchase or contract
         of purchase, and (ii) the time at which the purchase
         price is determined, and thereupon and until paid, the
         purchase price thereof shall be deemed to be a liability
         of that Series.

         (b)     The Trustees are empowered, in their absolute discretion,
to establish other bases or times, or both, for determining the net asset
value per Share of any Series or Class in accordance with the 1940 Act and
to authorize the voluntary purchase by any Series or Class, either
directly or through an agent, of Shares of any Series or Class upon such
terms and conditions and for such consideration as the Trustees shall deem
advisable in accordance with the 1940 Act.

     14.     Payment of the net asset value per Share of any Class and
Series properly surrendered to it for redemption shall be made by the
Trust within seven days, or as specified in any applicable law or
regulation, after tender of such stock or request for redemption to the
Trust for such purpose together with any additional documentation that may
reasonably be required by the Trust or its transfer agent to evidence the
authority of the tenderor to make such request, plus any period of time
during which the right of the holders of the shares of such Class of that
Series to require the Trust to redeem such shares has been suspended.  Any
such payment may be made in portfolio securities of such Class of that
Series and/or in cash, as the Trustees shall deem advisable, and no
Shareholder shall have a right, other than as determined by the Trustees,
to have Shares redeemed in kind.

     15.     The Trust shall have the right, at any time and without prior
notice to the Shareholder, to redeem Shares of the Class and Series held
by such Shareholder held in any account registered in the name of such
Shareholder for its current net asset value, if and to the extent that
such redemption is necessary to reimburse either that Series or Class of
the Trust or the distributor (i.e., principal underwriter) of the Shares
for any loss either has sustained by reason of the failure of such
Shareholder to make timely and good payment for Shares purchased or
subscribed for by such Shareholder, regardless of whether such Shareholder
was a Shareholder at the time of such purchase or subscription, subject
to and upon such terms and conditions as the Trustees may from time to
time prescribe.

     EIGHTH:  The name "Oppenheimer" included in the name of the Trust and
of any Series shall be used pursuant to a royalty-free, non-exclusive
license from Oppenheimer Management Corporation ("OMC"), incidental to and
as part of an advisory, management or supervisory contract which may be
entered into by the Trust with OMC.  The license may be terminated by OMC
upon termination of such advisory management or supervisory contract or
without cause upon 60 days' written notice, in which case neither the
Trust nor any Series or Class shall have any further right to use the name
"Oppenheimer" in its name or otherwise and the Trust, the Shareholders and
its officers and Trustees shall promptly take whatever action may be
necessary to change its name and the names of any Series or Classes
accordingly.
       
     NINTH:

     1.  In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a
Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or the Shareholder's heirs,
executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the Trust estate to be held harmless
from and indemnified against all loss and expense arising from such
liability.  The Trust shall, upon request by the Shareholder, assume the
defense of any such claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.

     2.  It is hereby expressly declared that a trust and not a
partnership is created hereby.  No individual Trustee hereunder shall have
any power to bind the Trust, the Trust's officers or any Shareholder.  All
persons extending credit to, doing business with, contracting with or
having or asserting any claim against the Trust or the Trustees shall look
only to the assets of the Trust for payment under any such credit,
transaction, contract or claim; and neither the Shareholders nor the
Trustees, nor any of their agents, whether past, present or future, shall
be personally liable therefor; notice of such disclaimer shall be given
in each agreement, obligation or instrument entered into or executed by
the Trust or the Trustees.  Nothing in this Declaration of Trust shall
protect a Trustee 
against any liability to which such Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee
hereunder.

     3.  The exercise by the Trustees of their powers and discretion
hereunder in good faith and with reasonable care under the circumstances
then prevailing, shall be binding upon everyone interested.  Subject to
the provisions of paragraph 2 of this Article NINTH, the Trustees shall
not be liable for errors of judgment or mistakes of fact or law.  The
Trustees may take advice of counsel or other experts with respect to the
meaning and operations of this Declaration of Trust, applicable laws,
contracts, obligations, transactions or any other business the Trust may
enter into, and subject to the provisions of paragraph 2 of this Article
NINTH, shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice.  The Trustees shall
not be required to give any bond as such, nor any surety if a bond is
required.

     4.  This Trust shall continue without limitation of time but subject
to the provisions of sub-sections (a), (b), (c) and (d) of this paragraph
4.

         (a)     The Trustees, with the favorable vote of the holders of
a majority, as defined in the 1940 Act, of the outstanding Shares of any
one or more Series entitled to vote, may sell and convey the assets of
that Series (which sale may be subject to the retention of assets for the
payment of liabilities and expenses) to another issuer for a consideration
which may be or include securities of such issuer.  Upon making provision
for the payment of liabilities, by assumption by such issuer or otherwise,
the Trustees shall distribute the remaining proceeds ratably among the
holders of the outstanding Shares of the Series the assets of which have
been so transferred.

         (b)     The Trustees, with the favorable vote of the  holders of
a majority, as defined in the 1940 Act, of the outstanding Shares of any
one or more Series entitled to vote, may at any time sell and convert into
money all the assets of that Series.  Upon making provisions for the
payment of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of that Series, the Trustees shall distribute the
remaining assets of that Series ratably among the holders of the
outstanding Shares of that Series.

         (c)     The Trustees, with the favorable vote of the holders of
a majority, as defined in the 1940 Act, of the outstanding Shares of any
one or more Series entitled to vote, may otherwise alter, convert or
transfer the assets of the Series.

         (d)     Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-sections (a) and (b),
and in subsection (c) where applicable, the Series the assets of which
have been so transferred shall terminate, and if all the assets of the
Trust have been so transferred, the Trust shall terminate and the Trustees
shall be discharged of any and all further liabilities and duties
hereunder and the right, title and interest of all parties shall be
cancelled and discharged.

     5.  The original or a copy of this instrument and of each restated
declaration of trust or instrument supplemental hereto shall be kept at
the office of the Trust where it may be inspected by any Shareholder.  A
copy of this instrument and of each supplemental or restated declaration
of trust shall be filed with the Secretary of State of Massachusetts, as
well as any other governmental office where such filing may from time to
time be required.  Anyone dealing with the Trust may rely on a certificate
by an officer of the Trust as to whether or not any such supplemental or
restated declarations of trust have been made and as to any matters in
connection with the Trust hereunder, and, with the same effect as if it
were the original, may rely on a copy certified by an officer of the Trust
to be a copy of this instrument or of any such supplemental or restated
declaration of trust.  In this instrument or in any such supplemental or
restated declaration of trust, references to this instrument, and all
expressions like "herein", "hereof" and "hereunder" shall be deemed to
refer to this instrument as amended or affected by any such supplemental
or restated declaration of trust.  This instrument may be executed in any
number of counterparts, each of which shall be deemed an original. 

     6.  The Trust set forth in this instrument is created under and is to
be governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts.  The Trust shall be of the type commonly 
called a Massachusetts business trust, and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily exercised
by such a trust.

     7.  The Board of Trustees is empowered to cause the redemption of the
Shares held in any account if the aggregate net asset value of such Shares
(taken at cost or value, as determined by the Board) has been reduced to
$200 or less upon such notice to the shareholder in question, with such
permission to increase the investment in question and upon such other
terms and conditions as may be fixed by the Board of Trustees in
accordance with the 1940 Act.

     8.  In the event that any person advances the organizational expenses
of the Trust, such advances shall become an obligation of the Trust
subject to such terms and conditions as may be fixed by, and on a date
fixed by, or determined with criteria fixed by the Board of Trustees, to
be amortized over a period or periods to be fixed by the Board.

     9.  Whenever any action is taken under this Declaration of Trust
under any authorization to take action which is permitted by the 1940 Act
or any other applicable law, such action shall be deemed to have been
properly taken if such action is in accordance with the construction of
the 1940 Act or such other applicable law then in effect as expressed in
"no action" letters of the staff of the Commission or any release, rule,
regulation or order under the 1940 Act or any decision of a court of
competent jurisdiction, notwithstanding that any of the foregoing shall
later be found to be invalid or otherwise reversed or modified by any of
the foregoing.

     10.     Any action which may be taken by the Board of Trustees under
this Declaration of Trust or its By-Laws may be taken by the description
thereof in the then effective Prospectus and/or Statement of Additional
Information relating to the Shares under the Securities Act of 1933 or in
any proxy statement of the Trust rather than by formal resolution of the
Board.

     11.     Whenever under this Declaration of Trust, the Board of
Trustees is permitted or required to place a value on assets of the Trust,
such action may be delegated by the Board, and/or determined in accordance
with a formula determined by the Board, to the extent permitted by the
1940 Act.

     12.     If authorized by vote of the Trustees and, if a vote of
Shareholders is required under this Declaration of Trust, the favorable
vote of the holders of a "majority", as defined in the 1940 Act, of the
outstanding Shares entitled to vote, or by any larger vote which may be
required by applicable law in any particular case, the Trustees shall
amend or otherwise supplement this instrument, by making a Restated
Declaration of Trust or a Declaration of Trust supplemental hereto, which
thereafter shall form a part hereof; any such Supplemental or Restated
Declaration of Trust may be executed by and on behalf of the Trust and the
Trustees by an officer or officers of the Trust.  Amendments having the
purpose of changing the name of the Trust, or any Series or Class of
Shares, or of adding or designating Series or Classes of Series or of
supplying any omission, curing any ambiguity, or curing, correcting or
supplementing any provision that is defective or inconsistent with the
1940 Act or with the requirements of the Internal Revenue Code and the
Regulations thereunder for the Trust's obtaining the most favorable
treatment thereunder available to regulated investment companies or of
taking such other actions permitted hereunder without the necessity of
obtaining Shareholder approval or action shall not require authorization
by Shareholder vote.



     IN WITNESS WHEREOF, the undersigned have executed this instrument as
of the 4th day of August, 1995.





/c/ William A Baker                /s/ Charles Conrad, Jr.     
William A. Baker, Trustee          Charles Conrad, Jr., Trustee
197 Desert Lakes Drive             19411 Merion Court
Palm Springs, California 92264     Huntington, California  92648 

/s/ Ned M. Steel                   /s/ Robert M. Kirchner      
Ned M. Steel, Trustee              Robert M. Kirchner, Trustee
3416 S. Steele Street              2800 S. University Boulevard
Denver, Colorado                   Denver, Colorado 80210

/s/ Raymond J. Kalinowski          /s/ C. Howard Kast            
Raymond J. Kalinowski, Trustee     C. Howard Kast, Trustee
44 Portland Drive                  2552 East Alameda
St. Louis, Missouri                Denver, Colorado 80209


/s/ James C. Swain                 /s/ Jon S. Fossel            
James C. Swain, Trustee            Jon S. Fossel, Trustee
23554 Wayne's Way                  Box 44 - Mead Street
Golden, California 80401           Waccabuc, New York 10597

/s/ Robert G. Avis
Robert G. Avis
1706 Warson Estates Drive
St. Louis, Missouri 63124
orgzn/300#3

EX-99

                                                    Exhibit 24(b)(4)(iii)


                      OPPENHEIMER EQUITY INCOME FUND
               Class C Share Certificate (8-1/2" x 12-5/8")


I.   FRONT OF CERTIFICATE (All text and other matter lies within 7-1/4"
                          x 11-1/4" decorative border)

                     (upper left)   box with heading: NUMBER (OF SHARES)

                     (upper right)  box with heading: CLASS C SHARES

                     (centered
                     below boxes)   OPPENHEIMER EQUITY INCOME FUND  

                               A MASSACHUSETTS BUSINESS TRUST 


at left)  THIS IS TO CERTIFY THAT   (at right) SEE REVERSE FOR
                                    CERTAIN DEFINITIONS

                                    box with CUSIP number
                                    683793 20 2     (at left)      
is the owner of

     (centered)      FULLY PAID CLASS C SHARES OF
                     BENEFICIAL INTEREST OF

                     OPPENHEIMER EQUITY INCOME FUND                      
               
               A series of Oppenheimer Equity Income Fund (hereinafter
               called the "Fund"), transferable only on the books of the
               Fund by the holder hereof in person or by duly authorized
               attorney, upon surrender of this certificate properly
               endorsed.  This certificate and the shares represented
               hereby are issued and shall be held subject to all of the
               provisions of the Declaration of Trust of the Fund to all
               of which the holder by acceptance hereof assents.  This
               certificate is not valid until countersigned by the
               Transfer Agent.

               WITNESS the facsimile seal of the Fund and the signatures
               of its duly authorized officers.

               (at left                                  (at right
               of seal)                                   of seal)
               (signature)                               (signature)

                                                         Dated:

               _______________________                   ___________________
               SECRETARY                                 PRESIDENT  


                                                    Exhibit 24(b)(4)(ii)
                                                    Page 2

                           (centered at bottom)
                      1-1/2" diameter facsimile seal
                               with legend 
                      OPPENHEIMER EQUITY INCOME FUND
                                   SEAL
                                   1986
                       COMMONWEALTH OF MASSACHUSETTS



(at lower right, printed
 vertically)                        Countersigned
                                    OPPENHEIMER SHAREHOLDER SERVICES
                                    (A DIVISION OF OPPENHEIMER MANAGEMENT
                                          CORPORATION)
                                    Denver (Colo) Transfer Agent

                                    By ____________________________
                                          Authorized Signature

(at lower left corner, outside
ornamental border)
301-000000 [certificate number]


II.  BACK OF CERTIFICATE (text reads from top to bottom of 12-5/8"
     dimension)

     The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.

TEN COM - as tenants in common            
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as tenants with 
rights of survivorship and not 
as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                               (Cust)                          (Minor)

UNDER UGMA/UTMA ___________________
                     (State)

Additional abbreviations may also be used though not in the above list.





                                                    Exhibit 24(b)(4)(ii)
                                                    Page 3



For Value Received ................ hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE

(box for identifying number)

_______________________________________________________________________
(Please print or type name and address of assignee)

______________________________________________________

________________________________________________ Class C Shares of
beneficial interest represented by the within certificate, and do
hereby irrevocably constitute and appoint ___________________________ 
Attorney to transfer the said shares on the books of the within named Fund
with full power of substitution in the premises.

Dated: ______________________

                               Signed: __________________________

                               ___________________________________
                               (Both must sign if joint owners)     

                               Signature(s) __________________________
                               guaranteed      Name of Guarantor
                               by:        _____________________________
                                               Signature of Officer/Title

(text printed             NOTICE: The signature(s) to this assignment must
vertically to right       correspond with the name(s) as written upon the
of above paragraph)       face of the certificate in every particular
                          without alteration or enlargement or any change
                          whatever.

(text printed in          Signatures must be guaranteed by a financial 
box to left of            institution of the type described in the current
signature(s))             prospectus of the Fund.




_______________________________________________________________________
                 THIS SPACE MUST NOT BE COVERED IN ANY WAY



















certific\300CERTB

EX-1

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

WITH

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

FOR CLASS C SHARES OF

OPPENHEIMER EQUITY INCOME FUND


DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated as of the
4th day of August, 1995, by and between OPPENHEIMER EQUITY INCOME FUND
(the "Fund") and OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the "Distributor").

1.    The Plan.  This Plan is the Fund's written distribution plan for
Class C shares of the Fund (the "Shares"), contemplated by Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940 (the "1940 Act"),
pursuant to which the Fund will compensate the Distributor for a portion
of its costs incurred in connection with the distribution of Shares, and
the personal service and maintenance of shareholder accounts that hold
Shares ("Accounts").  The Fund may act as distributor of securities of
which it is the issuer, pursuant to the Rule, according to the terms of
this Plan.  The Distributor is authorized under the Plan to pay
"Recipients," as hereinafter defined, for rendering (1) distribution
assistance in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts.  Such Recipients are intended
to have certain rights as third-party beneficiaries under this Plan.  The
terms and provisions of this Plan shall be interpreted and defined in a
manner consistent with the provisions and definitions contained in (i) the
1940 Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc., or
its successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.

2.    Definitions.  As used in this Plan, the following terms shall have
the following meanings:

   (a)"Recipient" shall mean any broker, dealer, bank or other institution
   which: (i) has rendered assistance (whether direct, administrative or
   both) in the distribution of Shares or has provided administrative
   support services with respect to Shares held by Customers (defined
   below) of the Recipient; (ii) shall furnish the Distributor (on behalf
   of the Fund) with such information as the Distributor shall reasonably
   request to answer such questions as may arise concerning the sale of
   Shares; and (iii) has been selected by the Distributor to receive
   payments under the Plan.  Notwithstanding the foregoing, a majority of
   the Fund's Board of Trustees (the "Board") who are not "interested
   persons" (as defined in the 1940 Act) and who have no direct or
   indirect financial interest in the operation of this Plan or in any
   agreements relating to this Plan (the "Independent Trustees") may
   remove any broker, dealer, bank or other institution as a Recipient,
   whereupon such entity's rights as a third-party beneficiary hereof
   shall terminate.

   (b)"Qualified Holdings" shall mean, as to any Recipient, all Shares
   owned beneficially or of record by: (i) such Recipient, or (ii) such
   customers, clients and/or accounts as to which such Recipient is a
   fiduciary or custodian or co-fiduciary or co-custodian (collectively,
   the "Customers"), but in no event shall any such Shares be deemed owned
   by more than one Recipient for purposes of this Plan.  In the event
   that two entities would otherwise qualify as Recipients as to the same
   Shares, the Recipient which is the dealer of record on the Fund's books
   shall be deemed the Recipient as to such Shares for purposes of this
   Plan.

3.    Payments for Distribution Assistance and Administrative Support
Services. 

   (a)The Fund will make payments to the Distributor, within forty-five
   (45) days of the end of each calendar quarter, in the aggregate amount
   (i) of 0.0625% (0.25% on an annual basis) of the average during the
   calendar quarter of the aggregate net asset value of the Shares
   computed as of the close of each business day (the "Service Fee"), plus
   (ii) 0.1875% (0.75% on an annual basis) of the average during the
   calendar quarter of the aggregate net asset value of the Shares
   computed as of the close of each business day (the "Asset Based Sales
   Charge").  Such Service Fee payments received from the Fund will
   compensate the Distributor and Recipients for providing administrative
   support services of the type approved by the Board with respect to
   Accounts.  Such Asset Based Sales Charge payments received from the
   Fund will compensate the Distributor and Recipients for providing
   distribution assistance in connection with the sale of Shares.

      The administrative support services in connection with the Accounts
   to be rendered by Recipients may include, but shall not be limited to,
   the following: answering routine inquiries concerning the Fund,
   assisting in establishing and maintaining accounts or sub-accounts in
   the Fund and processing Share redemption transactions, making the
   Fund's investment plans and dividend payment options available, and
   providing such other information and services in connection with the
   rendering of personal services and/or the maintenance of Accounts, as
   the Distributor or the Fund may reasonably request.  The distribution
   assistance in connection with the sale of Shares to be rendered by
   Recipients may include, but shall not be limited to, the following: 
   distributing sales literature and prospectuses other than those
   furnished to current holders of the Fund's Shares ("Shareholders"), and
   providing such other information and services in connection with the
   distribution of Shares as the Distributor or the Fund may reasonably
   request.  It may be presumed that a Recipient has provided distribution
   assistance or administrative support services qualifying for payment
   under the Plan if it has Qualified Holdings of Shares to entitle it to
   payments under the Plan.  In the event that either the Distributor or
   the Board should have reason to believe that, notwithstanding the level
   of Qualified Holdings, a Recipient may not be rendering appropriate
   distribution assistance in connection with the sale of Shares or
   administrative support services for the Accounts, then the Distributor,
   at the request of the Board, shall require the Recipient to provide a
   written report or other information to verify that said Recipient is
   providing appropriate distribution assistance and/or services in this
   regard.  If the Distributor still is not satisfied, it may take
   appropriate steps to terminate the Recipient's status as such under the
   Plan, whereupon such entity's rights as a third-party beneficiary
   hereunder shall terminate.

   (b)The Distributor shall make service fee payments to any Recipient
   quarterly, within forty-five (45) days of the end of each calendar
   quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis) of
   the average during the calendar quarter of the aggregate net asset
   value of Shares, computed as of the close of each business day
   constituting Qualified Holdings owned beneficially or of record by the
   Recipient or by its Customers for a period of more than the minimum
   period (the "Minimum Holding Period"), if any, to be set from time to
   time by a majority of the Independent Trustees.  Alternatively, the
   Distributor may, at its sole option, make service fee payments
   ("Advance Service Fee Payments") to any Recipient quarterly, within
   forty-five (45) days of the end of each calendar quarter, at a rate not
   to exceed (i) 0.25% of the average during the calendar quarter of the
   aggregate net asset value of Shares computed as of the close of
   business on the day such Shares are sold, constituting Qualified
   Holdings sold by the Recipient during that quarter and owned
   beneficially or of record by the Recipient or by its Customers, plus
   (ii) 0.0625% (0.25% on an annual basis) of the average during the
   calendar quarter of the aggregate net asset value of Shares computed
   as of the close of each business day, constituting Qualified Holdings
   owned beneficially or of record by the Recipient or by its Customers
   for a period of more than one (1) year, subject to reduction or
   chargeback so that the Advance Service Fee Payments do not exceed the
   limits on payments to Recipients that are, or may be, imposed by
   Article III, Section 26, of the NASD Rules of Fair Practice.  The
   Advance Service Fee Payments described in part (i) of the preceding
   sentence may, at the Distributor's sole option, be made more often than
   quarterly, and sooner than the end of the calendar quarter.  In
   addition, the Distributor shall make asset-based sales charge payments
   to any Recipient quarterly, within forty-five (45) days of the end of
   each calendar quarter, at a rate not to exceed 0.1875% (0.75% on an
   annual basis) of the average during the calendar quarter of the
   aggregate net asset value of Shares computed as of the close of each
   business day constituting Qualified Holdings owned beneficially or of
   record by the Recipient or its Customers for a period of more than one
   (1) year.  However, no such service fee or asset-based sales charge
   payments (collectively, the "Recipient Payments") shall be made to any
   Recipient for any such quarter in which its Qualified  Holdings do not
   equal or exceed, at the end of such quarter, the minimum amount
   ("Minimum Qualified Holdings"), if any, to be set from time to time by
   a majority of the Independent Trustees.  A majority of the Independent
   Trustees may at any time or from time to time decrease and thereafter
   adjust the rate of fees to be paid to the Distributor or to any
   Recipient, but not to exceed the rates set forth above, and/or direct
   the Distributor to increase or decrease the Minimum Holding Period or
   the Minimum Qualified Holdings.  The Distributor shall notify all
   Recipients of the Minimum Qualified Holdings or Minimum Holding Period,
   if any, and the rates of Recipient Payments hereunder applicable to
   Recipients, and shall provide each Recipient with written notice within
   thirty (30) days after any change in these provisions.  Inclusion of
   such provisions or a change in such provisions in a revised current
   prospectus shall constitute sufficient notice.  The Distributor may
   make Plan payments to any "affiliated person" (as defined in the 1940
   Act) of the Distributor if such affiliated person qualifies as a
   Recipient.

   (c)The Distributor is entitled to retain from the payments described
   in Section 3(a) the aggregate amount of (i) the Service Fee on Shares
   outstanding for less than the Minimum Holding Period, (ii) the Asset-
   Based Sales Charge on Shares outstanding for not more than one (1)
   year, plus (iii) any additional Asset-Based Sales Charge payment which
   no Recipient qualifies to receive, in each case computed as of the
   close of each business day during that period and subject to reduction
   or elimination of such amounts under the limits to which the
   Distributor is, or may become, subject under Article III, Section 26,
   of the NASD Rules of Fair Practice.  Such amount is collectively
   referred to as the "Quarterly Limitation."  The distribution assistance
   and administrative support services in connection with the sale of
   Shares to be rendered by the Distributor may include, but shall not be
   limited to, the following: (i) paying sales commissions to any broker,
   dealer, bank or other institution that sell Shares, and/or paying such
   persons Advance Service Fee Payments in advance of, and/or greater
   than, the amount provided for in Section 3(a) of this Agreement; (ii)
   paying compensation to and expenses of personnel of the Distributor who
   support distribution of Shares by Recipients; (iii)  paying of or
   reimbursing the Distributor for interest and other borrowing costs on
   unreimbursed Carry Forward Expenses (as hereafter defined) at the rate
   paid by the Distributor or, if such amounts are financed by the
   Distributor from its own resources or by an affiliate, at the rate of
   1% per annum above the prime rate (which shall mean the most
   preferential interest rate on corporate loans at large U.S. money
   center commercial banks) then being reported in the Eastern edition of
   the Wall Street Journal (or if such prime rate is no longer so
   reported, such other rate as may be designated from time to time by the
   Distributor with the approval of the Independent Trustees); (iv) other
   direct distribution costs of the type approved by the Board, including
   without limitation the costs of sales literature, advertising and
   prospectuses (other than those furnished to current Shareholders) and
   state "blue sky" registration expenses; and (v) any service rendered
   by the Distributor that a Recipient may render pursuant to part (a) of
   this Section 3.  The Distributor's costs of providing the above-
   mentioned services are hereinafter collectively referred to as
   "Distribution and Service Costs."  "Carry Forward Expenses" are
   Distribution and Service Costs that are not paid in the fiscal quarter
   in which they arise because they exceed the Quarterly Limitation.  In
   the event that the Board should have reason to believe that the
   Distributor may not be rendering appropriate distribution assistance
   or administrative support services in connection with the sale of
   Shares, then the Distributor, at the request of the Board, shall
   provide the Board with a written report or other information to verify
   that the Distributor is providing appropriate services in this regard.

   (d)The excess in any fiscal quarter of (i) the Quarterly Limitation
   plus any contingent deferred sales charge ("CDSC") payments recovered
   by the Distributor on the proceeds of redemption of Shares over (ii)
   Distribution and Service Costs during that quarter, shall be applied
   in the following order of priority: first to interest on unreimbursed
   Carry Forward Expenses, second to reduce any unreimbursed Carry Forward
   Expenses, third to reduce Distribution and Service Costs during that
   quarter, and fourth, to reduce the Asset Based Sales Charge payments
   by the Fund to the Distributor in that quarter.  Carry Forward Expenses
   shall be carried forward by the Fund until payment can be made under
   the Quarterly Limitation.
  
   (e)Under the Plan, payments may be made to Recipients: (i) by
   Oppenheimer Management Corporation ("OMC") from its own resources
   (which may include profits derived from the advisory fee it receives
   from the Fund), or (ii) by the Distributor (a subsidiary of OMC), from
   its own resources, from Asset Based Sales Charge payments or from its
   borrowings.

4.    Selection and Nomination of Trustees.  While this Plan is in effect,
the selection and nomination of those persons to be Trustees of the Fund
who are not "interested persons" of the Fund ("Disinterested Trustees")
shall be committed to the discretion of such Disinterested Trustees.
Nothing herein shall prevent the Disinterested Trustees from soliciting
the views or the involvement of others in such selection or nomination if
the final decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.

5.    Reports.  While this Plan is in effect, the Treasurer of the Fund
shall provide at least quarterly a written report to the Fund's Board for
its review, detailing distribution expenditures properly attributable to
the Shares, including the amount of all payments made pursuant to this
Plan, the identity of the Recipient of each such payment, the amount paid
to the Distributor and the Distribution and Service Costs and Carry
Forward Expenses for that period. The report shall state whether all
provisions of Section 3 of this Plan have been complied with.  The
Distributor shall annually certify to the Board the amount of its total
expenses incurred that year and its total expenses incurred in prior years
and not previously recovered with respect to the distribution of Shares
in conjunction with the Board's annual review of the continuation of the
Plan.

6.    Related Agreements.  Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance.

7.    Effectiveness, Continuation, Termination and Amendment.  This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on March 16, 1995 for the purpose of voting
on this Plan, and takes effect as of the date first set forth above. 
Unless terminated as hereinafter provided, it shall continue in effect
from year to year from the date first set forth above or as the Board may
otherwise determine only so long as such continuance is specifically
approved at least annually by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such continuance.  This Plan may not be amended to increase materially the
amount of payments to be made without approval of the Class C
Shareholders, in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent Trustees. 
This Plan may be terminated at any time by vote of a majority of the
Independent Trustees or by the vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class.  In the event of such termination, the Board and its
Independent Trustees shall determine whether the Distributor is entitled
to payment from the Fund of all Carry Forward Expenses and related costs
properly incurred in respect of Shares sold prior to the effective date
of such termination, and whether the Fund shall continue to make payment
to the Distributor in the amount the Distributor is entitled to retain
under part (c) of Section 3 hereof, until such time as the Distributor has
been reimbursed for all such amounts by the Fund and by retaining CDSC
payments.

8.    Disclaimer of Shareholder and Trustee Liability.  The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund personally, but bind
only the Fund and the Fund's property.  The Distributor represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder and Trustee liability for acts or obligations of
the Fund.

                          OPPENHEIMER EQUITY INCOME FUND


                          By:  /s/ Andrew J. Donohue
                               ----------------------------------
                               Andrew J. Donohue, Vice President


                          OPPENHEIMER FUNDS DISTRIBUTOR, INC.



                          By:  /s/ Katherine P. Feld
                               ----------------------------------------
                               Katherine P. Feld, Vice President and
                               Secretary